Common use of Government Reviews Clause in Contracts

Government Reviews. As soon as reasonably practicable (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers a) Seller and the Purchaser shall in a timely manner (ia) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection filings, if any, with the transactions contemplated under the Contribution Agreement), and prepare all required applications to and conduct negotiations with with, each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, hereby and (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iiib) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations. As promptly as practicable and not later than the second (2nd) Business Day following the date of this Agreement, Seller and Purchaser shall promptly make all filings and notifications with all Governmental Bodies that may be necessary or advisable under the HSR Act and similar applicable Laws to consummate the transactions contemplated hereby and shall request early termination or waiver of any applicable waiting period under the HSR Act. Purchaser and Seller will each pay fifty percent (50%) of any fees (other than their respective legal fees) required with respect to any filings made pursuant to the HSR Act. (b) Each Party shall cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications and negotiations. Purchaser and Seller may not, without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned), (ivi) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Governmental Body with additional time to review any or all of the transactions contemplated by this Agreement, or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Body. Seller and Purchaser shall use commercially reasonable efforts to respond supply promptly any information and documentary material that may be requested by any Governmental Body pursuant to any applicable Laws in connection with such filings or submissions. Seller and Purchaser shall use their reasonable best efforts to (i) cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other applicable Laws with respect to the transactions contemplated hereby as promptly as is reasonably practicable, (ii) resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, transactions contemplated hereby and (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements transactions contemplated hereby as violative of violating any applicable Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist . (c) Following the other Closing, with respect to any consents or approvals of Governmental Bodies that are customarily obtained after the indirect transfer of properties similar to the Pipeline Assets, the Parties agree to take all other actions reasonably required of it by Governmental Bodies having jurisdiction to obtain all such filings, applicationsregulatory approvals with respect to this transaction, and negotiations. Each of to use its reasonable commercial efforts to obtain the Sellers and the Purchaser shall promptly inform the other Parties approval by such Governmental Bodies, as applicable, of any oral communication, and provide copies of written communications, with any Governmental Body regarding any documents requiring approval from such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, order for Purchaser to the extent permitted be recognized by such Governmental Body, Body as the opportunity to attend and/or participateowner of the Pipeline Assets. Any Party mayPurchaser shall provide Seller with approved copies of the change of control or assignment documents and other state and federal transfer documents, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 soon as “outside counsel onlythey are available.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. (a) Subject to the terms of this Agreement, including the remaining provisions of this Section 6.2, each Party shall, and shall cause its Affiliates to, take or cause to be taken, all commercially reasonable actions and do, or cause to be done, all commercially reasonable things necessary, proper or advisable, so as to (i) obtain from Governmental Authorities all consents, clearances, approvals and authorizations required to be obtained by any Party or any of its respective Affiliates, (ii) enable the Parties to consummate and make effective the transactions contemplated hereby as soon as possible, and in any event, prior to the Outside Date and (iii) avoid or eliminate any action, litigation or Proceeding by any Governmental Authority in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) As soon as reasonably practicable practicable, and in any event by June 30, 2023, Purchaser and Sellers shall each prepare and file (and, in or cause to be prepared and filed) the case of filings under notification and report form required for the transactions contemplated hereby by the HSR Act. The Parties shall, no later than 10 Business Days after and shall cause their Affiliates to, respond promptly to any inquiries or requests from any Governmental Authority concerning such filings and to comply in all material respects with the date hereof)filing requirements of the HSR Act. The Parties shall, and shall cause their Affiliates to, use their reasonable best efforts to cooperate with each other and shall promptly furnish all information to the Sellers and other Party that is necessary for compliance with the HSR Act. Purchaser shall (i) make pay all required filings (including any filings required under filing fees pursuant to the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated hereby. Purchaser shall not, and shall cause its Affiliates not to, without the prior written consent of Sellers, (i) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the Contribution AgreementHSR Act or (ii) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Authority to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, the transactions contemplated hereby. (c) Notwithstanding anything to the contrary in this Section 6.2 or otherwise, Sellers and Purchaser shall use their respective reasonable best efforts to take, or cause to be taken (including by its and their respective Affiliates), prepare all required applications appropriate steps and conduct negotiations to make, or cause to be paid (including by its and their respective Affiliates), all appropriate undertakings necessary to resolve such objections, if any, that a Governmental Authority may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Body Authority with respect to the transactions contemplated hereby, in each case, so as to which such filingsenable the Closing to occur as promptly as practicable, applications including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or negotiations are necessary otherwise, the sale, divestiture or appropriate disposition of any businesses, assets, Interests, product lines or properties of Purchaser (or its Affiliates) or any Company Group Member or any Interests in any joint venture held by Purchaser (or its Affiliates) or any Company Group Member, (ii) creating, terminating or divesting relationships, ventures, contractual rights or obligations of Purchaser (or its Affiliates) or any Company Group Member and (iii) otherwise taking or committing to take any action that would limit Purchaser’s (or its Affiliates’) freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, Interests, product lines or properties of Purchaser (or its Affiliates) or any Company Group Member or any Interests in any joint venture held by Purchaser (or its Affiliates) or any Company Group Member. (d) In furtherance and not in limitation of the consummation of foregoing, Sellers and Purchaser shall (i) furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements make an appropriate response as promptly as is reasonably practicable to any inquiries or requests for additional information or documentation requested by the Antitrust Division of the U.S. Department of Justice (including the “DOJ”), the Federal Trade Commission (the “FTC”) or by refraining from acquiring any other Governmental Authority in respect of such registrations, declarations and filings or seeking such transactions, (iii) promptly notify the other Party of any material communication between that Party and the FTC, the DOJ or any other Governmental Authority, (iv) discuss with and permit the other Party (and its counsel) to acquire review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any entity proposed filing or assets (communication to the FTC, the DOJ, or any other than Governmental Authority or, in connection with any Proceeding by a private party, to any other Person, relating to any regulatory Law or any investigation or Proceeding pursuant to any regulatory Law in connection with the transactions contemplated by this Agreementhereby, (v) that would present a material risk not participate or agree to participate in any meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Authority in respect of delaying any filings, investigation or making it more difficult inquiry relating to secure such expiration any regulatory Law or termination of the notice any investigation or waiting periods, clearance or approval other Action pursuant to any regulatory Law in connection with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body transactions contemplated hereby unless it consults with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened Party in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting advance and, to the extent permitted by such Governmental BodyAuthority, gives the other Party the opportunity to attend and/or participateand participate in such meeting, telephone call or discussion, (vi) furnish the other Party promptly with copies of all substantive correspondence and communications relating to any regulatory Law or any investigation or Proceeding pursuant to any regulatory Law between them and their Affiliates and their respective Representatives on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby, and (vii) cooperate in good faith with the other Party in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act or any other regulatory Law with respect to any such registration, declaration and filing or any such transaction. Any Party mayAnything to the contrary in this Section 6.2(d) notwithstanding, as it deems advisable and necessary, reasonably designate any competitively sensitive material materials provided to the other under this Section 6.2 as “Party or its outside counsel onlymay be redacted to remove references concerning the valuation of Purchaser and its Subsidiaries or any Company Group Member or as necessary to address reasonable privilege or confidentiality concerns.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (a) From and after the Execution Date until the Closing, subject to the terms and conditions of this Agreement, each of Purchaser and Seller shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly (and, in the case of filings under required to be made pursuant to the HSR Act, no not later than 10 Business Days after January 30, 2017) the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser of such Party or any of its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval Laws with respect to the transactions contemplated by this Agreement or and to pay any fees due of it in connection with such filings; provided, however, that all filing fees payable to any Governmental Authorities relating to filings required to be made pursuant to the HSR Act shall be paid and borne by Purchaser. In furtherance and not in limitation of the foregoing, each of Purchaser and Seller shall, to the extent permissible by Law, (i) cooperate with the other Transaction Agreements)Party and furnish to the other Party all information in such Party’s possession that is necessary in connection with such other Party’s filings; (ii) promptly inform the other Party of, and supply to such other Party copies of, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; (iii) consult and cooperate with the other Party and provide each other with a reasonable opportunity to provide comments in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with any Governmental Authority relating to such information filings; and (iv) comply, as each may promptly as is reasonably request practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials. If a Party intends to make participate in any communication or meeting with any Governmental Authority with respect to such filings, prepare it shall give the other Party reasonable notice of, and to the extent permitted by the Governmental Authority, an opportunity to participate in any such applications meeting or communication. Seller and conduct such negotiationsPurchaser shall jointly determine any strategy or tactic in complying with this Section 7.7, including Section 7.7(b). Notwithstanding the foregoing, Seller shall not be required to provide Purchaser with any Excluded Records and no Party shall be required to provide the other Party with competitively sensitive information, including information regarding the value of the transaction or information subject to any legal privilege, attorney client privilege, work product doctrine, or other similar privilege absent entering into a mutually acceptable joint defense agreement. (ivb) Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to respond (i) cause the expiration or early termination of the applicable waiting period under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as is practicable but in no event later than the Termination Date; and (ii) resolve any objections as may be asserted objection or assertion by any Governmental Body with respect to Authority or any action or proceeding by any Governmental Authority or other Person, whether by judicial or administrative action, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or the performance of obligations hereunder so as to enable the Closing to occur as soon as reasonably practicable (and in any event not later than the other Transaction AgreementsTermination Date), provided that Purchaser shall not be required to agree to divest or hold separate any of the business, services or assets of Purchaser or any of its Affiliates or the Gathering System. Purchaser shall, and (v) shall cause its Affiliates to use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Agreements as violative in violation of any Law; provided, that Purchaser shall not be required to contest or resist such action or proceeding if the Parties reasonably expect that Purchaser would incur costs and expenses in excess of Three Million Dollars ($3,000,000.00) in connection therewith. Each Party Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall reasonably cooperate with and use all commercially reasonable efforts Purchaser or any of its Affiliates be required to assist commit to take any action pursuant to this Section 7.7(b) the other with respect to such filings, applications, and negotiations. Each consummation of which is not conditioned on the Closing of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted transaction contemplated by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel onlyAgreement.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (a) From and after the Effective Date until the Closing, subject to the terms and conditions of this Agreement, each Party shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly (and, in the case of filings under required to be made pursuant to the HSR Act, no not later than 10 ten (10) Business Days after following the date hereof)Effective Date) the filings required of such Party or any of its Affiliates under any Laws with connection with such filings; provided, however, that all filing fees payable to any Governmental Body relating to filings required to be made pursuant to the HSR Act shall be paid and borne by Mammoth. In furtherance and not in limitation of the foregoing, the Sellers and Parties shall, to the Purchaser shall extent permissible by Law, (i) make cooperate with the other Parties and furnish to the other Parties all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates information in such Party’s possession that is necessary in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such other Party’s filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts promptly inform the other Parties of, and supply to secure the expiration or termination such other Parties copies of any applicable waiting period communication (or other correspondence or memoranda) from or to, and clearance any proposed understanding or approval by agreement with, any relevant Governmental Body in respect of such filings, (iii) consult and cooperate with respect to this Agreement and the other Transaction Agreements Parties and provide each other with a reasonable opportunity to provide comments in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Parties in connection with all meetings, actions and proceedings with any Governmental Body relating to such filings, and (iv) comply, as promptly as is reasonably practicable (including practicable, with any requests received by refraining from acquiring the Parties or seeking any of their Affiliates under the HSR Act and any other Laws for additional information, documents or other materials. If a Party intends to acquire participate in any entity communication or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval meeting with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and such filings, it shall give the other Transaction AgreementsParties reasonable notice of, and to the extent permitted by the Governmental Body, an opportunity to participate in any such meeting or communication. Parties shall jointly determine any strategy or tactic in complying with this Section 6.1, including Section 6.1(b). (b) The Parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to (i) cause the expiration or early termination of the applicable waiting period under the HSR Act with respect to the Transactions as promptly as is practicable but in no event later than the Termination Date, and (vii) resolve any objection or assertion by any Governmental Body or any action or proceeding by any Governmental Body or other Person, whether by judicial or administrative action, challenging this Agreement or the consummation of the Transactions or the performance of obligations hereunder so as to enable the Closing to occur as soon as reasonably practicable (and in any event not later than the Termination Date). The Parties shall use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements Transactions as violative in violation of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (a) From and after the Execution Date until the Closing, subject to the terms and conditions of this Agreement, each of Purchaser and Seller shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly (and, in the case of filings under required to be made pursuant to the HSR Act, no not later than 10 Business Days after January 30, 2017) the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser of such Party or any of its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval Laws with respect to the transactions contemplated by this Agreement or and to pay any fees due of it in connection with such filings; provided, however, that all filing fees payable to any Governmental Authorities relating to filings required to be made pursuant to the HSR Act shall be paid and borne by Purchaser. In furtherance and not in limitation of the foregoing, each of Purchaser and Seller shall, to the extent permissible by Law, (i) cooperate with the other Transaction Agreements)Party and furnish to the other Party all information in such Party’s possession that is necessary in connection with such other Party’s filings; (ii) promptly inform the other Party of, and supply to such other Party copies of, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; (iii) consult and cooperate with the other Party and provide each other with a reasonable opportunity to provide comments in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with any Governmental Authority relating to such information filings; and (iv) comply, as each may promptly as is reasonably request practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, or other materials. If a Party intends to make participate in any communication or meeting with any Governmental Authority with respect to such filings, prepare it shall give the other Party reasonable notice of, and to the extent permitted by the Governmental Authority, an opportunity to participate in any such applications meeting or communication. Seller and conduct such negotiationsPurchaser shall jointly determine any strategy or tactic in complying with this Section 7.7, -45- including Section 7.7(b). Notwithstanding the foregoing, Seller shall not be required to provide Purchaser with any Excluded Records and no Party shall be required to provide the other Party with competitively sensitive information, including information regarding the value of the transaction or information subject to any legal privilege, attorney client privilege, work product doctrine, or other similar privilege absent entering into a mutually acceptable joint defense agreement. (ivb) Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to respond (i) cause the expiration or early termination of the applicable waiting period under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as is practicable but in no event later than the Termination Date; and (ii) resolve any objections as may be asserted objection or assertion by any Governmental Body with respect to Authority or any action or proceeding by any Governmental Authority or other Person, whether by judicial or administrative action, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or the performance of obligations hereunder so as to enable the Closing to occur as soon as reasonably practicable (and in any event not later than the other Transaction AgreementsTermination Date), provided that Purchaser shall not be required to agree to divest or hold separate any of the business, services or assets of Purchaser or any of its Affiliates or the Gathering System. Purchaser shall, and (v) shall cause its Affiliates to use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated by this Agreement and the other Transaction Agreements as violative in violation of any Law; provided, that Purchaser shall not be required to contest or resist such action or proceeding if the Parties reasonably expect that Purchaser would incur costs and expenses in excess of Three Million Dollars ($3,000,000.00) in connection therewith. Each Party Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall reasonably cooperate with and use all commercially reasonable efforts Purchaser or any of its Affiliates be required to assist commit to take any action pursuant to this Section 7.7(b) the other with respect to such filings, applications, and negotiations. Each consummation of which is not conditioned on the Closing of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted transaction contemplated by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel onlyAgreement.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (andIn a timely manner, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers and the Purchaser Buyer shall (ia) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement)filings, prepare all required applications and conduct negotiations with each Governmental Body Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, hereby and (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iiib) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to . Sellers and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party Buyer shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each Without limiting the foregoing, within ten business days following the execution of this Agreement, Buyer and Sellers will each prepare and simultaneously file with the DOJ and the FTC the notification and report form required by the HSR Act for the transactions contemplated by this Agreement and the Transaction Agreements, and request early termination of the waiting period thereunder. Buyer and Sellers agree to respond promptly to any inquiries from the DOJ or the FTC concerning such filings and to comply in all material respects with the Purchaser filing requirements of the HSR Act. Buyer and Sellers shall cooperate with each other and shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided furnish all information to the other under party that is necessary in connection with Buyer’s and Sellers’ compliance with the HSR Act. Buyer and Sellers shall keep each other fully advised with respect to any requests from or communications with the DOJ or FTC concerning such filings and shall consult with each other with respect to all responses thereto. Buyer and Sellers shall use their commercially reasonable efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act filing to consummate the transactions consummated hereby. For purposes of this Section 6.2 5.11, the “commercially reasonable efforts” of Buyer shall not require Buyer or any of its affiliates to agree to any prohibition, limitation or other requirement seeking to prohibit or limit the ownership or operation by Buyer or any of its affiliates of any portion of the existing or currently contemplated business or assets of Buyer or any of its affiliates, or to compel Buyer or any of its affiliates to dispose of or hold separate any portion of the existing or currently contemplated business or assets of Buyer or any of its affiliates, in each case as “outside counsel only.” Such materials and a result of any of the information contained therein transactions contemplated by this Agreement or the other Transaction Agreements. All filing fees incurred in connection with the HSR Act filings made pursuant to this Section 5.11 shall be given only to the outside legal counsel of such Party and will not be disclosed borne by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materialsBuyer.

Government Reviews. (a) As soon as reasonably practicable (andpracticable, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers Seller and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement)filings, prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, hereby and (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts Commercially Reasonable Efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers Seller and the Purchaser shall promptly inform the other Parties Party of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party Neither Seller nor Purchaser shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties Party prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials. (b) Notwithstanding anything to the contrary set forth in Section 6.2(a), within fifteen (15) Business Days after the date of execution of this Agreement, Seller and Purchaser shall file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein and shall, as promptly as reasonably practicable, furnish any supplemental information that may be requested in connection therewith. Any such notification and report form and additional information, if any, submitted to the Federal Trade Commission or the United States Department of Justice shall be in substantial compliance with the requirements of the HSR Act. Seller and Purchaser shall consult with each other as to the appropriate time for filing such notifications and shall agree upon the timing of such filings, and to respond promptly to any requests for additional information made by either of such agencies. Purchaser shall pay all filing fees under the HSR Act as provided by statute, but otherwise Seller and Purchaser shall each bear their own costs for the preparation of any filing. Seller and Purchaser shall use Commercially Reasonable Efforts to cause any waiting period under the HSR Act with respect to the transactions contemplated herein to expire or terminate at the earliest possible time and will request “early termination” with respect to the waiting period under the HSR Act. (c) Notwithstanding anything to the contrary contained in this Section 6.2 or elsewhere in this Agreement, neither Purchaser nor any of its Affiliates nor any other Party shall have any obligation under this Agreement (i) to divest or agree to divest (or cause any of its Subsidiaries or Affiliates to divest or agree to divest) any of its or their respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries or Affiliates to take or agree to take) any other action or to agree (or cause any of its Subsidiaries or Affiliates to agree) to any limitation or restriction on any of its or their respective businesses, product lines or assets; or (ii) to contest any legal proceeding relating to the transactions contemplated in this Agreement.

Government Reviews. (a) As soon as reasonably practicable (andpracticable, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers Seller and the Purchaser shall (ia) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement)filings, prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, hereby and (iib) use commercially reasonable efforts Commercially Reasonable Efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts Commercially Reasonable Efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers and the Purchaser Party shall promptly inform the other Parties of any oral communication, and upon request provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting or substantive discussion with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials. (b) Notwithstanding anything to the contrary set forth in Section 6.2(a), as soon as practicable, but in any event within ten (10) Business Days after the date of execution of this Agreement, Parties shall file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder, and in each case, shall request early termination of the waiting period with respect to the transactions contemplated herein. The Parties shall consult with each other as to the appropriate time for filing such notifications and shall agree upon the timing of such filings, and to respond promptly to any requests for additional information made by either of such agencies. Purchaser shall pay all filing fees under the HSR Act, but Seller shall bear its own costs for the preparation of any filing. The Parties shall use Commercially Reasonable Efforts to cause any waiting period under the HSR Act with respect to the transactions contemplated herein to expire or terminate at the earliest possible

Government Reviews. (a) Subject to the terms of this Agreement, including the remaining provisions of this Section 6.2, each Party shall, and shall cause its Affiliates to, take or cause to be taken, all commercially reasonable actions and do, or cause to be done, all commercially reasonable things necessary, proper or advisable, so as to (i) obtain from Governmental Authorities all consents, clearances, approvals and authorizations required to be obtained by any Party or any of its respective Affiliates, (ii) enable the Parties to consummate and make effective the transactions contemplated hereby as soon as possible, and in any event, prior to the Outside Date and (iii) avoid or eliminate any action, litigation or Proceeding by any Governmental Authority in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) As soon as reasonably practicable practicable, and in any event on or before June 30, 2023, Purchaser and Sellers shall each prepare and file (and, in or cause to be prepared and filed) the case of filings under notification and report form required for the transactions contemplated hereby by the HSR Act. The Parties shall, no later than 10 Business Days after and shall cause their Affiliates to, respond promptly to any inquiries or requests from any Governmental Authority concerning such filings and to comply in all material respects with the date hereof)filing requirements of the HSR Act. The Parties shall, and shall cause their Affiliates to, use their reasonable best efforts to cooperate with each other and shall promptly furnish all information to the Sellers and other Party that is necessary for compliance with the HSR Act. Purchaser shall (i) make pay all required filings (including any filings required under filing fees pursuant to the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated hereby. Purchaser shall not, and shall cause its Affiliates not to, without the prior written consent of Sellers, (i) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the Contribution AgreementHSR Act or (ii) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Authority to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, the transactions contemplated hereby. (c) Notwithstanding anything to the contrary in this Section 6.2 or otherwise, Sellers and Purchaser shall use their respective reasonable best efforts to take, or cause to be taken (including by its and their respective Affiliates), prepare all required applications appropriate steps and conduct negotiations to make, or cause to be paid (including by its and their respective Affiliates), all appropriate undertakings necessary to resolve such objections, if any, that a Governmental Authority may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Body Authority with respect to the transactions contemplated hereby, in each case, so as to which such filingsenable the Closing to occur as promptly as practicable, applications including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or negotiations are necessary otherwise, the sale, divestiture or appropriate disposition of any businesses, assets, Interests, product lines or properties of Purchaser (or its Affiliates) or any Company Group Member or any Interests in any joint venture held by Purchaser (or its Affiliates) or any Company Group Member, (ii) creating, terminating or divesting relationships, ventures, contractual rights or obligations of Purchaser (or its Affiliates) or any Company Group Member and (iii) otherwise taking or committing to take any action that would limit Purchaser’s (or its Affiliates’) freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, Interests, product lines or properties of Purchaser (or its Affiliates) or any Company Group Member or any Interests in any joint venture held by Purchaser (or its Affiliates) or any Company Group Member. (d) In furtherance and not in limitation of the consummation of foregoing, Sellers and Purchaser shall (i) furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements make an appropriate response as promptly as is reasonably practicable to any inquiries or requests for additional information or documentation requested by the Antitrust Division of the U.S. Department of Justice (including the “DOJ”), the Federal Trade Commission (the “FTC”) or by refraining from acquiring any other Governmental Authority in respect of such registrations, declarations and filings or seeking such transactions, (iii) promptly notify the other Party of any material communication between that Party and the FTC, the DOJ or any other Governmental Authority, (iv) discuss with and permit the other Party (and its counsel) to acquire review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any entity proposed filing or assets (communication to the FTC, the DOJ, or any other than Governmental Authority or, in connection with any Proceeding by a private party to any other Person, relating to any regulatory Law or any investigation or Proceeding pursuant to any regulatory Law in connection with the transactions contemplated by this Agreementhereby, (v) that would present a material risk not participate or agree to participate in any meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Authority in respect of delaying any filings, investigation or making it more difficult inquiry relating to secure such expiration any regulatory Law or termination of the notice any investigation or waiting periods, clearance or approval other Action pursuant to any regulatory Law in connection with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body transactions contemplated hereby unless it consults with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened Party in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting advance and, to the extent permitted by such Governmental BodyAuthority, gives the other Party the opportunity to attend and/or participateand participate in such meeting, telephone call or discussion, (vi) furnish the other Party promptly with copies of all substantive correspondence and communications relating to any regulatory Law or any investigation or Proceeding pursuant to any regulatory Law between them and their Affiliates and their respective Representatives on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby, and (vii) cooperate in good faith with the other Party in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act or any other regulatory Law with respect to any such registration, declaration and filing or any such transaction. Any Party mayAnything to the contrary in this Section 6.2(c) notwithstanding, as it deems advisable and necessary, reasonably designate any competitively sensitive material materials provided to the other under this Section 6.2 as “Party or its outside counsel onlymay be redacted to remove references concerning the valuation of Purchaser and its Subsidiaries or any Company Group Member or as necessary to address reasonable privilege or confidentiality concerns.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (a) From and after the Execution Date until the Closing, subject to the terms and conditions of this Agreement, each of Purchaser and Seller shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly (and, in the case of filings under required to be made pursuant to the HSR Act, no not later than 10 Business Days after January 30, 2017) the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser of such Party or any of its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval Laws with respect to the transactions contemplated by this Agreement or and to pay any fees due of it in connection with such filings; provided, however, that all filing fees payable to any Governmental Authorities relating to filings required to be made pursuant to the HSR Act shall be paid and borne by Purchaser. In furtherance and not in limitation of the foregoing, each of Purchaser and Seller shall, to the extent permissible by Law, (i) cooperate with the other Transaction Agreements)Party and furnish to the other Party all information in such Party’s possession that is necessary in connection with such other Party’s filings; (ii) promptly inform the other Party of, and supply to such other Party copies of, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; (iii) consult and cooperate with the other Party and provide each other with a reasonable opportunity to provide comments in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with any Governmental Authority relating to such information filings and (iv) comply, as each may promptly as is reasonably request practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials. If a Party intends to make participate in any communication or meeting with any Governmental Authority with respect to such filings, prepare it shall give the other Party reasonable notice of, and to the extent permitted by the Governmental Authority, an opportunity to participate in any such applications meeting or communication. Seller and conduct such negotiationsPurchaser shall jointly determine any strategy or tactic in complying with this Section 7.7, including Section 7.7(b). Notwithstanding the foregoing, Seller shall not be required to provide Purchaser with any Excluded Records and no Party shall be required to provide the other Party with competitively sensitive information, including information regarding the value of the transaction or information subject to any legal privilege, attorney client privilege, work product doctrine or other similar privilege absent entering into a mutually acceptable joint defense agreement. (ivb) Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to respond (i) cause the expiration or early termination of the applicable waiting period under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as is practicable but in no event later than the Termination Date and (ii) resolve any objections as may be asserted objection or assertion by any Governmental Body with respect to Authority or any action or proceeding by any Governmental Authority or other Person, whether by judicial or administrative action, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or the performance of obligations hereunder so as to enable the Closing to occur as soon as reasonably practicable (and in any event not later than the other Transaction AgreementsTermination Date), provided that Purchaser shall not be required to agree to divest or hold separate any of the business, services or assets of Purchaser or any of its Affiliates or the Gathering System. Purchaser shall, and (v) shall cause its Affiliates to use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body Authority challenging the transactions contemplated -42- by this Agreement and the other Transaction Agreements as violative in violation of any Law; provided, that Purchaser shall not be required to contest or resist such action or proceeding if the Parties reasonably expect that Purchaser would incur costs and expenses in excess of Three Million Dollars ($3,000,000.00) in connection therewith. Each Party Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall reasonably cooperate with and use all commercially reasonable efforts Purchaser or any of its Affiliates be required to assist commit to take any action pursuant to this Section 7.7(b) the other with respect to such filings, applications, and negotiations. Each consummation of which is not conditioned on the Closing of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted transaction contemplated by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel onlyAgreement.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.