Common use of Filings, Authorizations and Consents Clause in Contracts

Filings, Authorizations and Consents. (a) The Company, Sellers and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearance, including promptly making all filings with MOFCOM or other Governmental Entity under any applicable Antitrust Law, promptly providing all information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts to further to the Company and the Seller Representative, all such information and assistance as may reasonably be required in connection therewith. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, of any communications with (and provide copies of any written communications), and the status of any inquiries or requests for additional information from, MOFCOM or any other Governmental Entity and shall comply promptly with any such inquiry or request. Each of the Company, Sellers and Purchaser shall use its commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Entity with respect to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any such filings, investigation or other inquiry without giving the Company and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the Company and Sellers shall consult and cooperate with Purchaser, and Purchaser shall consult and cooperate with the Company and the Seller Representative, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the PRC Antitrust Law or any other Antitrust Law.

Filings, Authorizations and Consents. (a) The CompanySubject to the terms and conditions herein, Sellers each party hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all action, and Purchaser shallto do, or cause to be done as promptly as practicable, take all commercially reasonable actions required in order things necessary, proper and advisable under applicable Law to obtain consummate and make effective as promptly as practicable the Competition Clearancetransactions contemplated under this Agreement, including promptly making all filings with MOFCOM or other Governmental Entity under any applicable Antitrust Law, promptly providing all information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts to further to the Company and the Seller Representative, all such information and assistance as may reasonably be required in connection therewith. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, of any communications with (and provide copies of any written communications)Merger, and the status of any inquiries or requests for additional information fromTransaction Documents. Subject to appropriate confidentiality protections, MOFCOM or any other Governmental Entity and each party hereto shall comply promptly with any such inquiry or request. Each of the Company, Sellers and Purchaser shall use its commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Entity with respect furnish to the Transaction under other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicableforegoing. (b) None Each of the parties shall cooperate with one another in good faith to prepare all necessary documentation to effect promptly all necessary filings, to give all notices and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with any Governmental Authority regarding any such filings or any such transaction. (c) Notwithstanding the foregoing, nothing in this Section 6.4 or in Section 6.6 shall require, or be construed to require, Parent or any of its Affiliates agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Parent, the Company or Seller shall independently participate in any formal meeting with MOFCOM of their respective Affiliates; (ii) any conditions relating to, or any other Governmental Entity in respect of any filings, investigation changes or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entityrestrictions in, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect operations of any such filingsassets, investigation businesses or other inquiry without giving interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the Company and the Seller Representative prior notice economic or business benefits to Parent of the meeting andtransactions contemplated by this Agreement; (iii) any material modification or waiver of the terms and conditions of this Agreement; (iv) expend any money to obtain any consent of any counterparty to any Contract of the Company, (v) commence or defend any Action or (vi) offer or grant any accommodation (financial or otherwise) to the extent permitted by MOFCOM or such any third party other Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the Company and Sellers shall consult and cooperate with Purchaser, and Purchaser shall consult and cooperate with the Company and the Seller Representative, than in connection with the Financing. Notwithstanding the foregoing, nothing in this Section 6.4 or in Section 6.6 shall require, or be construed to require, the Company, the Shareholders or any analysesof its or their Affiliates to agree to (i) any conditions relating to, appearancesor changes or restrictions in, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf the operations of any Party relating of the Company’s assets, businesses or interests which, in either case, could reasonably be expected to proceedings under result in a Material Adverse Effect or materially and adversely impact the PRC Antitrust Law economic or business benefits to Parent of the transactions contemplated by this Agreement; (ii) any other Antitrust Lawmaterial modification or waiver of the terms and conditions of this Agreement; (iii) expend any money to obtain any consent of any counterparty to any Contract of the Company, (iv) commence or defend any Action or (v) offer or grant any accommodation (financial or otherwise) to any third party.

Filings, Authorizations and Consents. (a) The CompanySeller and Purchaser shall, Sellers as promptly as practicable (and, in any event, within seven (7) Business Days following the date of this Agreement), cause to be filed (including by causing the applicable Affiliate thereof to file) with the applicable Governmental Entity the notification and report form pursuant to the HSR Act required for the transactions contemplated by this Agreement and the other Transaction Documents. Seller and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearancecomply, including promptly making all filings with MOFCOM or other Governmental Entity under and cause any applicable Antitrust LawAffiliate thereof to comply, promptly providing all with any request for additional information requested or required in connection therewithand documents pursuant to the HSR Act. Seller and Purchaser shall inform, and shall cause their respective Affiliates to inform, the other promptly responding of any communication made by or on behalf of such party (or any Affiliate thereof) to (including permitting the other party to review such communication in advance), but in all inquiriescases, and cooperate with each other in connection therewith, including, only to the extent permitted such written communications and summaries of oral communications are customarily exchanged by applicable Lawparties submitting notifications under the HSR Act, providing copies of any or received from, such documents Governmental Entity and shall furnish to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts to further to the Company and the Seller Representative, all other such information and assistance as the other may reasonably be required request in connection therewith. Each with its preparation of any filing, submission or other act that is necessary or advisable under the Company and Sellers shallHSR Act, but in all cases, only to the extent permitted such filing or written materials are customarily exchanged by applicable Law, promptly inform Purchaserparties submitting notifications under the HSR Act. Seller and Purchaser shall keep, and Purchaser shallshall cause their respective Affiliates to keep, to each other timely apprised of the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, status of any communications with (and provide copies of any written communications)with, and the status of any inquiries or requests for additional information fromfrom such Governmental Entity, MOFCOM or any other Governmental Entity and shall comply comply, and shall cause their respective Affiliates to comply, promptly with any such inquiry or request. Each of the CompanyNeither party shall agree, Sellers and Purchaser shall use its commercially reasonable efforts or permit any Affiliate thereof to resolve any objections as may be asserted by any Governmental Entity with respect agree, to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting meeting, whether in person or telephonically, with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any such filings, investigation or other inquiry without giving inquiries unless it consults with the Company other party in advance, and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, gives the other party the opportunity to attend and/or participate. Subject and participate thereat. (b) Purchaser shall, and shall cause its Affiliates to, use its commercially reasonable efforts to applicable Lawavoid or eliminate each and every impediment under any antitrust, competition or other Law or in connection with any Purchaser Governmental Filings that may be asserted (or threatened to be asserted) by any Governmental Entity so as to enable the parties to expeditiously close the transactions contemplated by this Agreement and the other Transaction Documents on the terms set forth herein, provided that such efforts shall not require Purchaser to commit to or effect (or causing its Affiliates to commit to or effect), by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its (or its Affiliates) assets or businesses, or of the Company or any Subsidiary thereof or their respective businesses to be acquired pursuant to this Agreement. In addition, without limiting the generality of the foregoing, but subject to the proviso in the foregoing sentence, Purchaser and Sellers Seller agree to take promptly, and cause their respective Affiliates to take promptly, any and all steps necessary to attempt to vacate or lift any Governmental Order or other restraint or limitation imposed by any Governmental Entity (or threatened to be imposed by any Governmental Entity) that would have the effect of, or be reasonably likely to have the effect of, making the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise prohibiting or delaying the consummation of such transactions. (c) Purchaser and Seller shall consult and cooperate with Purchaserone another, and Purchaser shall consult cause their Affiliates to so cooperate, in determining whether any action by or in respect of, or filing with, any Governmental Entity (excluding the actions and cooperate with the filings described in subsections (a) and (b) of this Section 5.6) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any Company and the Seller RepresentativeContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any analysessuch filings, appearancesthe parties shall furnish such information, presentationsand cause their Affiliates to furnish such information, memorandaas may be required in connection therewith (but in all cases, briefs, arguments, opinions and proposals made only to the extent such information is customarily furnished or submitted exchanged by parties regarding such action by or on behalf of in respect of, or filing with, such Governmental Entity) and timely seek to obtain any Party relating to proceedings under the PRC Antitrust Law such actions, consents, approvals or any other Antitrust Lawwaivers.

Filings, Authorizations and Consents. (a) The CompanySeller and Purchaser shall, Sellers as promptly as practicable (and, in any event, within ten (10) days following the date of this Agreement), cause to be filed (including by causing the applicable Affiliate thereof to file) with the applicable Governmental Entity the notification and report form pursuant to the HSR Act required for the transactions contemplated by this Agreement and the other Transaction Documents. Seller and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearancecomply, including promptly making all filings with MOFCOM or other Governmental Entity under and cause any applicable Antitrust LawAffiliate thereof to comply, promptly providing all with any request for additional information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, documents pursuant to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewithHSR Act. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, Seller and Purchaser shall use its commercially reasonable efforts inform, and shall cause their respective Affiliates to further inform, the other promptly of any communication made by or on behalf of such party (or any Affiliate thereof) to (including permitting the other party to review such communication in advance), or received from, such Governmental Entity and shall furnish to the Company and the Seller Representative, all other such information and assistance as the other may reasonably be required request in connection therewithwith its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Each Seller and Purchaser shall keep, and shall cause their respective Affiliates to keep, each other timely apprised of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, status of any communications with (and provide copies of any written communications)with, and the status of any inquiries or requests for additional information fromfrom such Governmental Entity, MOFCOM or any other Governmental Entity and shall comply comply, and shall cause their respective Affiliates to comply, promptly with any such inquiry or request. Each of the CompanyNeither party shall agree, Sellers and Purchaser shall use its commercially reasonable efforts or permit any Affiliate thereof to resolve any objections as may be asserted by any Governmental Entity with respect agree, to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting meeting, whether in person or telephonically, with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any such filings, investigation or other inquiry without giving inquiries unless it consults with the Company other party in advance, and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, gives the other party the opportunity to attend and/or participateand participate thereat. (b) Purchaser shall, and shall cause its Affiliates to, use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or other Law or in connection with any Purchaser Governmental Filings that may be asserted (or threatened to be asserted) by any Governmental Entity so as to enable the parties to expeditiously close the transactions contemplated by this Agreement and the other Transaction Documents on the terms set forth herein. Subject In addition, without limiting the generality of the foregoing, Purchaser and Seller agree to applicable Lawuse their respective reasonable best efforts to take promptly, and cause their respective Affiliates to take promptly, any and all steps necessary to oppose, and to attempt to vacate or lift, any Governmental Order or other restraint or limitation imposed by any Governmental Entity (or threatened to be imposed by any Governmental Entity) that would have the Company effect of, or be reasonably likely to have the effect of, making the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise prohibiting or delaying the consummation of such transactions. (c) Purchaser and Sellers Seller shall consult and cooperate with Purchaserone another, and Purchaser shall consult cause their Affiliates to so cooperate, in determining whether any action by or in respect of, or filing with, any Governmental Entity (excluding the actions and cooperate with the filings described in subsections (a) and (b) of this Section 5.6) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any Company and the Seller RepresentativeContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any analysessuch filings, appearancesthe parties shall furnish such information, presentationsand cause their Affiliates to furnish such information, memorandaas may be required in connection therewith and timely seek to obtain any such actions, briefsconsents, arguments, opinions and proposals made approvals or submitted by or on behalf of any Party relating to proceedings under the PRC Antitrust Law or any other Antitrust Lawwaivers.

Filings, Authorizations and Consents. (a) The CompanySeller and Purchaser shall, Sellers as promptly as reasonably practicable (and, in any event, within fifteen (15) Business Days following the date of this Agreement (computed by excluding the date of this Agreement)), cause to be filed with the applicable Governmental Entity the notification and report form pursuant to the HSR Act required for the transactions contemplated by this Agreement. Seller and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearance, including promptly making all filings comply with MOFCOM or other Governmental Entity under any applicable Antitrust Law, promptly providing all request for additional information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, documents pursuant to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewithHSR Act. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, Seller and Purchaser shall use its commercially reasonable efforts inform the other party promptly of any material communication made by or on behalf of such party to further (including permitting the other party to review such material communication in advance), or received from, such Governmental Entity and shall furnish to the Company and the Seller Representative, all other such information and assistance as the other may reasonably be required request in connection therewithwith its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, Seller and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, shall keep each other timely apprised of any communications with (and provide copies of any written communications), and the status of any material communications with, and any inquiries or requests for additional information from, MOFCOM or any other such Governmental Entity Entity, and shall comply promptly with any such inquiry or request. Each Neither party shall agree to participate in any meeting, whether in person or telephonically, with any Governmental Entity in respect of filings referred to in this Section 5.6(a) or any investigation or other inquiries relating thereto, unless the relevant party consults with the other party in advance, and to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. (b) [Intentionally omitted.] (c) Seller and/or Purchaser, as applicable, shall, as promptly as reasonably practicable following the date of this Agreement, cause to be filed all applications, reports, notices and other documents, if any, required to be filed by Purchaser and/or Seller or any of their respective Affiliates (including, in the case of Seller, the Company) with any Governmental Entities (other than the filings contemplated by Section 5.6(a) hereof), including (i) the filing of a written notification with the IPUC in such form and containing such information as the IPUC may request from time to time, together with any other applications, reports, notices and other documents that the IPUC may request from time to time (collectively, the “IPUC Notification Filing”), in each case, concerning the transactions contemplated hereby, and (ii) the filing of such applications, reports, notices and other documents, if any, required to be filed by Purchaser or any of its Affiliates in connection with obtaining the consents of the CompanyGovernmental Entities listed on Part I , Sellers Part II or Part III (if applicable, in the case of Part II and Part III) of Exhibit C hereto, which notifications, applications, reports and other documents referred to in the immediately preceding clause (i) shall be in form and substance reasonably satisfactory to each of Seller and Purchaser, and with Seller being provided a reasonable opportunity to review and comment on the foregoing referred to in the immediately preceding clause (ii). Seller and Purchaser shall use inform the other party promptly of any material communication made by or on behalf of such party to (including permitting the other party to review such material communication in advance), or received from, the IPUC in connection with the transactions contemplated by this Agreement, and shall furnish to the other such information and assistance as the other may reasonably request in connection with its commercially reasonable efforts to resolve preparation of any objections as may be asserted notifications, applications, reports, notices and other documents, if any, contemplated by this Section 5.6(c). Without limiting the foregoing, Seller and Purchaser shall keep each other timely apprised of the status of any material actions, material communications with, and any material inquiries or requests for additional information from, any Governmental Entity in connection with respect the transactions contemplated by this Agreement, and shall promptly comply with any such inquiry or request. Neither party shall agree to participate in any meeting, whether in person or telephonically, with the IPUC or any investigation or other inquiries relating thereto, unless the relevant party consults with the other party in advance, and to the Transaction under extent permitted by the PRC Antitrust Law IPUC, gives the other party the opportunity to attend and participate thereat. (d) Purchaser and Seller shall cooperate with one another in determining whether any other Antitrust Law. Each such Party shall use its commercially reasonable efforts action by or in respect of, or filing with, any Governmental Entity (excluding the actions and filings described in subsections (a) and (c) of this Section 5.6) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to obtain any clearance Company Material Contract is required under applicable Law for or reasonably appropriate, in connection with the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect by this Agreement. Subject to the Transaction without giving Purchaser prior notice terms and conditions of this Agreement and the meeting andConfidentiality Agreement, to the extent permitted by MOFCOM in taking such actions or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of making any such filings, investigation or other inquiry without giving the Company and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or parties shall furnish such other Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the Company and Sellers shall consult and cooperate with Purchaser, and Purchaser shall consult and cooperate with the Company and the Seller Representative, information as may be required in connection with therewith and timely seek to obtain any analysessuch actions, appearancesconsents, presentations, memoranda, briefs, arguments, opinions and proposals made approvals or submitted by or on behalf of any Party relating to proceedings under the PRC Antitrust Law or any other Antitrust Lawwaivers.

Filings, Authorizations and Consents. (a) The CompanySeller and Purchaser shall, Sellers as promptly as practicable (and, in any event, within seven (7) Business Days following the date of this Agreement), cause to be filed (including by causing the applicable Affiliate thereof to file) with the applicable Governmental Entity the notification and report form pursuant to the HSR Act required for the transactions contemplated by this Agreement and the other Transaction Documents. Seller and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearancecomply, including promptly making all filings with MOFCOM or other Governmental Entity under and cause any applicable Antitrust LawAffiliate thereof to comply, promptly providing all with any request for additional information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, documents pursuant to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewithHSR Act. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, Seller and Purchaser shall use its commercially reasonable efforts inform, and shall cause their respective Affiliates to further inform, the other promptly of any communication made by or on behalf of such party (or any Affiliate thereof) to (including permitting the other party to review such communication in advance), or received from, such Governmental Entity and shall furnish to the Company and the Seller Representative, all other such information and assistance as the other may reasonably be required request in connection therewithwith its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Each Seller and Purchaser shall keep, and shall cause their respective Affiliates to keep, each other timely apprised of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, status of any communications with (and provide copies of any written communications)with, and the status of any inquiries or requests for additional information fromfrom such Governmental Entity, MOFCOM or any other Governmental Entity and shall comply comply, and shall cause their respective Affiliates to comply, promptly with any such inquiry or request. Each of the CompanyNeither party shall agree, Sellers and Purchaser shall use its commercially reasonable efforts or permit any Affiliate thereof to resolve any objections as may be asserted by any Governmental Entity with respect agree, to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting meeting, whether in person or telephonically, with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any such filings, investigation or other inquiry without giving inquiries unless it consults with the Company other party in advance, and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, gives the other party the opportunity to attend and/or participateand participate thereat. (b) Purchaser shall, and shall cause its Affiliates to, use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or other Law or in connection with any Purchaser Governmental Filings that may be asserted (or threatened to be asserted) by any Governmental Entity so as to enable the parties to expeditiously close the transactions contemplated by this Agreement and the other Transaction Documents on the terms set forth herein. Subject In addition, without limiting the generality of the foregoing, Purchaser and Seller agree to applicable Lawuse their respective reasonable best efforts to take promptly, and cause their respective Affiliates to take promptly, any and all steps necessary to oppose, and to attempt to vacate or lift, any Governmental Order or other restraint or limitation imposed by any Governmental Entity (or threatened to be imposed by any Governmental Entity) that would have the Company effect of, or be reasonably likely to have the effect of, making the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise prohibiting or delaying the consummation of such transactions. (c) Purchaser and Sellers Seller shall consult and cooperate with Purchaserone another, and Purchaser shall consult cause their Affiliates to so cooperate, in determining whether any action by or in respect of, or filing with, any Governmental Entity (excluding the actions and cooperate with the filings described in subsections (a) and (b) of this Section 5.6) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any Company and the Seller RepresentativeContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any analysessuch filings, appearancesthe parties shall furnish such information, presentationsand cause their Affiliates to furnish such information, memorandaas may be required in connection therewith and timely seek to obtain any such actions, briefsconsents, arguments, opinions and proposals made approvals or submitted by or on behalf of any Party relating to proceedings under the PRC Antitrust Law or any other Antitrust Lawwaivers.

Filings, Authorizations and Consents. (a) The CompanySubject to the terms and conditions herein, Sellers each party hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all action, and Purchaser shallto do, or cause to be done as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearancethings necessary, including promptly making all filings with MOFCOM or other Governmental Entity under any applicable Antitrust Law, promptly providing all information requested or required in connection therewithproper, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts to further to the Company and the Seller Representative, all such information and assistance as may reasonably be required in connection therewith. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, of any communications with (and provide copies of any written communications), and the status of any inquiries or requests for additional information from, MOFCOM or any other Governmental Entity and shall comply promptly with any such inquiry or request. Each of the Company, Sellers and Purchaser shall use its commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Entity with respect to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required advisable under applicable Law for the consummation of to consummate and make effective as promptly as practicable the transactions contemplated hereby under this Agreement and the Transaction Documents. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as promptly as practicablesuch other party may reasonably request in connection with the foregoing. (b) None Each of the Company or Seller parties shall independently participate cooperate with one another in good faith to prepare all necessary documentation to effect promptly all necessary filings, to give all notices and to obtain all consents, waivers, and approvals necessary to consummate the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any formal meeting oral communication with, and provide copies of written communications with MOFCOM any Governmental Authority regarding any such filings or any other Governmental Entity such transaction. (c) Notwithstanding the foregoing, nothing in respect of any filingsthis Section 6.3 shall require, investigation or other inquiry under any applicable Antitrust Law with respect be construed to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entityrequire, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM Seller, Hyla, or any other Governmental Entity in respect of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses, or interests of Hyla or any of its Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such filingsassets, investigation businesses, or other inquiry without giving interests that, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the Company and the Seller Representative prior notice economic or business benefits to Hyla of the meeting and, transactions contemplated by this Agreement; (iii) any material modification or waiver of the terms and conditions of this Agreement; (iv) expend any money to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the Company and Sellers shall consult and cooperate with Purchaser, and Purchaser shall consult and cooperate with the Company and the Seller Representative, in connection with obtain any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf consent of any Party relating counterparty to proceedings under the PRC Antitrust Law any Contract of Hyla, or (v) commence or defend any other Antitrust LawAction.

Filings, Authorizations and Consents. (a) The CompanySubject to the terms and conditions of this Agreement, each of Purchaser and Parent and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare or cause to be prepared as promptly as practicable all documentation, to make or cause to be made all filings with and to obtain all Consents and Permits from all Governmental Authorities required to consummate the Share Sale and the other transactions contemplated hereby and by the Ancillary Agreements (such Consents and Permits, including the Bank Act Approval, the Competition Act Approval, the Bank OSFI Approval, to the extent required, and the Mutual Fund and Securities Regulatory Approvals, collectively, the “Requisite Regulatory Approvals”), it being understood that it shall be the primary responsibility of Sellers (with Purchaser’s cooperation) to procure the Consents listed in clauses (iv) and (v) of the definition of the term “Seller Regulatory Consents”, and shall make all necessary filings in respect of the Requisite Regulatory Approvals relating to the Share Sale as promptly as practicable, but in any event within ten (10) Business Days after the date hereof (in the case of Purchaser assuming the full cooperation of the Sellers, and in the case of the Sellers assuming the full cooperation of Purchaser). Each of Purchaser and Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable Laws relating to the exchange of such information, with respect to all non-confidential, material written information submitted to any third party or any Governmental Authority in connection with any Requisite Regulatory Approval. In exercising the foregoing right, each of Purchaser and Parent and their respective Subsidiaries shall act reasonably and as promptly as practicable, but in any event, Purchaser shall use its reasonable best efforts to respond to any inquiry from any Governmental Authority in connection with any Requisite Regulatory Approval within five (5) Business Days after receipt thereof. With respect to obtaining all material Requisite Regulatory Approvals, each of Purchaser and Parent shall promptly cooperate and consult with the other with respect to the preparation and submission of any filings with a Governmental Authority, including by providing to the other party or its outside legal counsel (i) an opportunity to review and provide input into drafts of such filings and other written communications with a Governmental Authority prior to their finalization, (ii) any reasonably available information that may be requested for such purpose and (iii) copies of all filings and other information provided to any Governmental Authority. Any such information marked or designated as “Highly Confidential” shall be exchanged only between outside legal counsel to the parties and shall be redacted from any copies of filings or other materials that may be provided to other representatives of the recipient Party. Each of Purchaser and Parent shall keep the other reasonably apprised of the status of material matters (including meetings and other communications with any Governmental Authority) relating to the completion of the transactions contemplated hereby and by the Ancillary Agreements. Notwithstanding the foregoing and anything else in this Agreement, nothing contained herein shall be deemed to require Purchaser to (and Sellers shall not without Purchaser’s prior written consent agree to) take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining the foregoing Requisite Regulatory Approvals that would reasonably be expected to have a material adverse effect on Purchaser and the business of the Target Companies (taken as a whole) after giving effect to the transactions contemplated hereby. (b) Each of Purchaser and Parent shall, upon request, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of it or any of its Subsidiaries with or to any third party or Governmental Authority in connection with the transactions contemplated hereby and by the Ancillary Agreements. (c) Each of the Sellers and Purchaser shall, as promptly as practicableand shall cause their respective Subsidiaries to, take all commercially reasonable actions required in order to obtain the Competition Clearance, including promptly making all filings comply with MOFCOM or other Governmental Entity under any applicable Antitrust Lawpost-Closing notification or filing requirements, promptly providing all information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate as well as with each other in connection therewith, including, to the extent permitted by applicable Law, providing copies requirements of any such documents to the non-filing Parties prior to filing and considering all reasonable additionsbanking, deletions securities, competition, antitrust, trade, investment or changes suggested in connection therewith. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts to further to the Company and the Seller Representative, all such information and assistance as may reasonably be required in connection therewith. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, of any communications with (and provide copies of any written communications), and the status of any inquiries or requests for additional information from, MOFCOM or any other Governmental Entity and shall comply promptly with any such inquiry or request. Each of the Company, Sellers and Purchaser shall use its commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Entity with respect to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any such filings, investigation or other inquiry without giving the Company and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the Company and Sellers shall consult and cooperate with Purchaser, and Purchaser shall consult and cooperate with the Company and the Seller Representative, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the PRC Antitrust Law or any other Antitrust similar Law.

Filings, Authorizations and Consents. (a) The Company, Sellers Company and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required and in order any event within ten days of the date of this Agreement, cause to obtain be filed with the Competition Clearance, including promptly making all filings with MOFCOM or other Governmental Entity under any applicable Antitrust Law, promptly providing all information requested or required in connection therewith, Division of the Department of Justice and promptly responding to all inquiries, the Federal Trade Commission the notification and cooperate with each other in connection therewith, including, report form pursuant to the extent permitted HSR Act required for the transactions contemplated by applicable Lawthis Agreement. Company and Purchaser shall, providing copies of as promptly as practicable, comply with any such request for additional information and documents pursuant to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewithHSR Act. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts inform the other promptly of any communication made by or on behalf of such party to further (including permitting the other party to review such communication in advance), or received from, such Governmental Entity and shall furnish to the Company and the Seller Representative, all other such information and assistance as the other may reasonably be required request in connection therewithwith its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, shall keep each other timely apprised of any communications with (and provide copies of any written communications), and the status of any substantive communications with, and any substantive inquiries or requests for additional information fromfrom such Governmental Entity, MOFCOM or any other Governmental Entity and shall comply promptly with any such inquiry or request. Each of the Company, Sellers and Purchaser Neither party shall use its commercially reasonable efforts agree to resolve any objections as may be asserted by any Governmental Entity with respect to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable. (b) None of the Company or Seller shall independently participate in any formal meeting substantive meeting, whether in person or telephonically, with MOFCOM or any other Governmental Entity in respect of any filings, investigation or other inquiry under any applicable Antitrust Law with respect to the Transaction without giving Purchaser prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, the opportunity to attend and/or participate. Purchaser shall not independently participate in any formal meeting with MOFCOM or any other Governmental Entity in respect of any such filings, investigation or other inquiry without giving inquiries unless it consults with the Company other party in advance, and the Seller Representative prior notice of the meeting and, to the extent permitted by MOFCOM or such other Governmental Entity, gives the other party the opportunity to attend and/or participate. Subject and participate thereat. (b) Purchaser shall as promptly as reasonably practicable use its reasonable best efforts to applicable Lawavoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity so as to enable the parties to close the transactions contemplated by this Agreement on a timely basis, including committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets or businesses, or of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any Governmental Order that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, without limiting the generality of the foregoing regarding Governmental Entities, Purchaser shall promptly take any and all steps necessary to attempt to vacate or lift any Governmental Order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. (c) Purchaser and Company and Sellers shall consult and cooperate with Purchaserone another in determining whether any action by or in respect of, or filing with, any Governmental Entity (excluding the actions and Purchaser shall consult filings described in subsections (a) and cooperate with the (b) of this Section 6.6) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any Company and the Seller RepresentativeContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any analysessuch filings, appearancesthe parties shall furnish such information as may be required in connection therewith and timely seek to obtain any such actions, presentationsconsents, memoranda, briefs, arguments, opinions and proposals made approvals or submitted by or on behalf of any Party relating to proceedings under the PRC Antitrust Law or any other Antitrust Lawwaivers.