Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all such authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, with respect to obtaining approvals under U.S. Antitrust Law, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the supply and license arrangements contemplated by the Transaction Documents in order to align such arrangements with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law).

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall use its reasonable best efforts Neither Purchaser nor any Designated Purchaser is subject to (i) promptly obtain all authorizationsany order, consents, orders and approvals of all Governmental Authorities that may be, judgment or become, necessary for its performance of its obligations pursuant to, and decree which would prevent the consummation of the transactions contemplated byPurchase. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser, threatened against Purchaser or any Designated Purchaser which would enjoin or delay the consummation of the Purchase. Except as set forth on Schedule 5.3 and except for any consents required under any applicable Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser or any Designated Purchaser in connection with the execution, delivery and/or filing of this Agreement (including or any of the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, other Transaction Documents or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all thereby except for such authorizations, consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and approvals; provided that, the Parties acknowledge remain in full force and agree that, effect and those with respect to obtaining approvals under U.S. Antitrust Lawwhich the failure to have obtained or to remain in full force and effect would not, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect individually or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event aggregate, have a Purchaser Material Adverse Effect. 47 40 5.4 Purchase for Investment Purchaser is aware that a Governmental Authority requires, as a condition to the receipt no shares of an applicable Required Regulatory Approval, any covenants, undertakings capital stock or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction securities being acquired pursuant to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby are registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state or foreign securities laws. Neither Purchaser nor any Designated Purchaser is an underwriter, as such term is defined under the Securities Act, and by the other Transaction Documents Purchaser and any Designated Purchaser are purchasing such shares solely for investment, with respect thereto); (B) amend the other Transaction Documents no present intention to give effect make any distribution of any such shares to such removal (including by reducing the scope any person, and neither Purchaser nor any Designated Purchaser will sell or otherwise dispose of the supply and license arrangements contemplated by the Transaction Documents shares except in order to align such arrangements compliance with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with registration requirements or exemption provisions under the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement Securities Act and the rules and regulations promulgated thereunder, or any other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)applicable securities laws.

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall use its reasonable best efforts Purchaser Parent or Purchaser is not subject to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunctiondecree, temporary restraining stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other order in any suit Transaction Documents or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all thereby except for such authorizations, consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and approvals; provided that, the Parties acknowledge remain in full force and agree that, effect and those with respect to obtaining approvals under U.S. Antitrust Lawwhich the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses there are carried on under a trademark that is also used for the distribution, sale and marketing of products outside no filings of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writingnature contemplated by Sections 4.2 and 4.2(b) to, without reduction to the consideration required to be paid to Seller under made by Purchaser Parent or Purchaser in connection with this Agreement and or the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope on account of the supply and license arrangements business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by the Transaction Documents in order to align such arrangements Section 4.2 read together with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)Disclosure Letter.

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall use its reasonable best efforts Purchaser Parent or Purchaser is not subject to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunctiondecree, temporary restraining stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other order in any suit Transaction Documents or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all thereby except for such authorizations, consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and approvals; provided that, the Parties acknowledge remain in full force and agree that, effect and those with respect to obtaining approvals under U.S. Antitrust Lawwhich the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses there are carried on under a trademark that is also used for the distribution, sale and marketing of products outside no filings of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writingnature contemplated by Section 4.2(b) to, without reduction to the consideration required to be paid to Seller under made by Purchaser Parent or Purchaser in connection with this Agreement and or the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope on account of the supply and license arrangements business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by the Transaction Documents in order to align such arrangements Section 4.2 read together with the amendment contemplated Disclosure Letter and, if determined to be necessary by clause (A) above); and (C) withdraw any and all Purchaser, applicable filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)SEC.

Governmental Approvals and Consents. (a) Each of If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which any Company is a party is not obtained prior to the Closing, Sellers shall, subsequent to the Closing, cooperate with Buyer and Seller the Companies in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Sellers shall use its their reasonable best efforts to (i) promptly obtain all authorizations, consents, orders provide the Companies with the rights and approvals of all Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to, and consummation benefits of the transactions contemplated byaffected Contract for the term thereof, this Agreement and, if Sellers provide such rights and benefits, the applicable Company shall assume all obligations and burdens thereunder. (b) Sellers shall use their commercially reasonable efforts to obtain or provide, at the earliest practicable date as determined by Sellers and Buyer, each consent, waiver, approval, Order, Permit (including the Required Regulatory Approvals), (iiany Environmental Permit) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry or authorization of, or effect the dissolution ofdeclaration or filing with, or notification to, any decreeGovernmental Authority required or necessary pursuant to any Material Contract, orderPermit, judgmentor applicable Law, injunctionincluding any Environmental Law, temporary restraining order Environmental Notice, or other order Environmental Permit (whether with or without notice or lapse of time or both) applicable to any Company, any Real Property, or any assets, business or operations with respect thereto in any suit connection with, as a result of or proceeding, that would otherwise have the effect of preventing or materially delaying arising from the consummation of the transactions contemplated by this Agreement or the Transaction Documents (any such consent, waiver, approval, Order, Permit (including any Environmental Permit) or authorization of, or declaration or filing with, or notification to, any Governmental Authority not obtained prior to the Closing, the “Outstanding Consents”); provided, however, that any Losses arising in connection with the failure to obtain or provide an Outstanding Consent shall be and is agreed to constitute an Excluded Item and Loss indemnifiable pursuant to Section 8.02(h); provided further, that for the avoidance of doubt, any approvals or clearances under the HSR Act shall not constitute Outstanding Consents. The parties hereto agree that they will keep the other Transaction Documents. Buyer and Seller will cooperate parties apprised in seeking promptly (a timely manner of the status of matters referred to in this Section 6.03 and, to the extent permitted by Law, promptly furnish the others with copies of notices or other communications (or, in the case of material oral communications, advise the other of such communications (orally or otherwise)) between the parties hereto and their representatives, as the case may be, and any event, no later than the Outside Date) to obtain all such authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, Governmental Authority with respect to obtaining approvals under U.S. Antitrust Lawsuch transactions. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of either party before any Governmental Authority or the term “reasonable best efforts” as used staff or regulators of any Governmental Authority, in this Section 6.05 connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers or any Company with Governmental Authorities in the Ordinary Course of Business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall not require either Party be disclosed to proposethe other party hereunder in advance of any filing, negotiatesubmission or attendance, commit toit being the intent that the parties will consult and cooperate with one another, effect or agree and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each party shall give notice to the other party with respect to any salemeeting, divestiturediscussion, licensing appearance or disposition contact with any Governmental Authority or the staff or regulators of any assetsGovernmental Authority, properties with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or businesses contact. Each of such Party the parties hereto agrees that none of the information regarding it or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assetssupplied or to be supplied by it, properties or businesses are carried to be supplied on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Lawsits behalf, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, writing specifically for inclusion in any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration documents to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents filed with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the supply and license arrangements contemplated by the Transaction Documents in order to align such arrangements with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law).33 302010047 v18

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its performance Neither Purchaser nor any of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by Designees is subject to any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunctiondecree, temporary restraining stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of the Purchase or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Designees which would prevent or materially interfere with or delay the consummation of the Purchase. Except for any consents required under any applicable Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration 31 27 or filing with, any Governmental Authority, is required on the part of Purchaser or any Designee in connection with the execution, delivery, performance and/or filing of this Agreement or any of the other order in any suit Transaction Documents or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all thereby except for such authorizations, consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and approvals; provided that, the Parties acknowledge remain in full force and agree that, effect and those with respect to obtaining approvals under U.S. Antitrust Lawwhich the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To Purchaser's knowledge, there are no filings of the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party nature contemplated by Sections 4.2 and 4.4 required to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party be made by Seller or any of its Affiliates for Subsidiaries in connection with the purposes of obtaining any Required Regulatory Approval if such assets, properties Purchase or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope on account of the supply and license arrangements business or operations of Purchaser, other than the filings expressly contemplated by the Transaction Documents in order to align such arrangements Sections 4.2 and 4.4 read together with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)Schedules thereto.

Governmental Approvals and Consents. (a) Each None of Buyer SALD, the Sellers or any Licensee is subject to any order, judgment or decree which would prevent the consummation of the Purchase. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of SALD, threatened against SALD, any of the Sellers or any Licensee which would enjoin or delay the consummation of the Purchase. Except as set forth in any of Schedules 3.4, 3.8 and Seller shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to3.11, and except for any consents required under any Antitrust Regulations, no material consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any United States or foreign, federal, state, provincial, municipal or local government, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality ("Governmental Authority"), is required on the part of SALD or any of the Sellers or any Licensee in connection with the execution, delivery and/or filing of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated byhereby and thereby, except for such consents, approvals, orders or authorizations, licenses or permits, filings or notices which have been obtained and remain in full force and effect. Notwithstanding any provision in this Agreement to the contrary, the inclusion of Schedule 3.4 shall not be deemed to constitute (i) any acknowledgment by SALD that it is the sole obligation of SALD to obtain or undertake to obtain or make all or any of the government approvals, consents, orders, authorizations, filings or notices which may be required in connection with the transactions contemplated by this Agreement (including the Required Regulatory Approvals)including, without limitation, those identified on Schedule 3.4) and (ii) take all such actions as may be requested a waiver by any such Governmental Authority SALD of Purchaser's obligation under Section 4.3 also to obtain such authorizationsor undertake all or any of the government approvals, consents, orders and approvals and (iii) avoid the entry oforders, authorizations, filings or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order notices which may be required in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of connection with the transactions contemplated by this Agreement and the other Transaction Documents. Buyer under Sections 5.3 and Seller will 10.3 to cooperate with SALD in seeking promptly (and, in any event, no later than the Outside Date) to obtain procuring all such authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, with respect to obtaining approvals under U.S. Antitrust Law, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the supply and license arrangements contemplated by the Transaction Documents in order to align such arrangements with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)Consents.

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall party hereto shall, as promptly as possible, use its reasonable best efforts to (i) promptly obtain obtain, or cause to be obtained, all consents, authorizations, consents, orders and approvals of from all Governmental Authorities that may be, be or become, become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant toto this Agreement and the other Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and consummation approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by, by this Agreement (including within [NUMBER] Business Days after the Required Regulatory Approvals), (ii) take all such actions date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act. [Without limiting the generality of the Buyer's undertakings pursuant to this Section VI.06, Xxxxx agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any such Governmental Authority or any other party so as to obtain such authorizationsenable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible, consentsincluding proposing, orders negotiating, committing to and approvals and (iii) effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that which would otherwise have the effect of preventing or materially delaying or preventing the consummation of the transactions contemplated by this Agreement and the other Transaction DocumentsAgreement. In addition, Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all such authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, with respect to obtaining approvals under U.S. Antitrust Law, the term “shall use its reasonable best efforts” as used efforts to defend through litigation on the merits any claim asserted in this Section 6.05 shall not require either Party court by any party in order to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements avoid entry of, or byto have vacated or terminated, a Party any Governmental Order (whether temporary, preliminary or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the supply and license arrangements contemplated by the Transaction Documents in order to align such arrangements with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(apermanent) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate would prevent the consummation of the Closing.] All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller [or Buyer] with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by this Agreement and Law or any disclosure containing confidential information) shall be disclosed to the other Transaction Documents (includingparty hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the extent amended as contemplated above) other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Seller and Xxxxx shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section IV.03 [and Section V.03] of the Disclosure Schedules; provided, however, that Seller shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)requested.

Governmental Approvals and Consents. (a) Each Neither Purchaser nor any Designated Purchaser is subject to any order, judgment or decree which would prevent the consummation of Buyer the sale and Seller shall use its reasonable best efforts purchase provided for in this Agreement. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to (i) promptly obtain all authorizationsthe knowledge of Purchaser, consentsthreatened against Purchaser or any Designated Purchaser which would enjoin or delay the consummation of the Purchase. Except as set forth on Schedule 4.3 and except for any consents required under any applicable Antitrust Regulations, orders and approvals no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of all Governmental Authorities that may bePurchaser or any Designated Purchaser in connection with the execution, delivery and/or filing of this Agreement or become, necessary for its performance any of its obligations pursuant to, and the other Transaction Documents or the consummation of the transactions contemplated byhereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. Notwithstanding any provision in this Agreement to the contrary, the inclusion of Schedule 4.3 shall not be deemed to constitute (i) any acknowledgment by Purchaser that it is the sole obligation of Purchaser to obtain or undertake all or any of the government approvals, consents, orders, authorizations, filings or notices which may be required in connection with the transactions contemplated by this Agreement (including the Required Regulatory Approvals)including, without limitation, those identified on Schedule 4.3) and (ii) take all such actions as may be requested a waiver by any such Governmental Authority Purchaser of SALD's obligation under Section 3.4 also to obtain such authorizationsor undertake to obtain or make all or any of the government approvals, consents, orders and approvals and (iii) avoid the entry oforders, authorizations, filings or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order notices which may be required in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of connection with the transactions contemplated by this Agreement and the other Transaction Documents. Buyer under Sections 5.3 and Seller will 10.3 to cooperate with Purchaser in seeking promptly (and, in any event, no later than the Outside Date) to obtain procuring all such authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, with respect to obtaining approvals under U.S. Antitrust Law, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the supply and license arrangements contemplated by the Transaction Documents in order to align such arrangements with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)Consents.

Governmental Approvals and Consents. (a) Each of Buyer and Seller shall use its reasonable best efforts to party hereto shall, as promptly as possible, (i) promptly obtain but no later than ten calendar days after the date hereof, make, or cause to be made, all filings and submissions under the HSR Act and other applicable premerger notification requirements set forth on Schedule 4.03 applicable to such party or any of its Affiliates; (ii) respond, or cause to be responded, as soon as reasonably practicable to any requests for additional information or documentary material from any Governmental Authority; and (iii) use commercially reasonable efforts to obtain, or cause to be obtained, the expiration or early termination of any waiting periods under applicable premerger notification requirements and all consents, authorizations, consents, orders and approvals of from all Governmental Authorities that may be, be or become, become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Buyer Each party shall cooperate fully with the other party and Seller will cooperate its Affiliates in promptly seeking promptly (and, in any event, no later than to obtain the Outside Date) expiration or termination of all such waiting periods and to obtain all such consents, authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, with respect to obtaining approvals under U.S. Antitrust Law, the term “reasonable best efforts” as used in this Section 6.05 . Neither party hereto shall not require either Party to propose, negotiate, commit to, effect or agree to take any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Lawsaction (including, in the event case of Buyer, acquiring or agreeing to acquire any assets or securities of any other person) that a Governmental Authority requireswould have the effect of delaying, as a condition to impairing or impeding the receipt of an applicable Required Regulatory Approvalany required consents, authorizations, orders and approvals, except that, after first consulting with and reasonably considering the views of Seller, (i) Buyer shall have a unilateral right to withdraw and refile its HSR Act filing pursuant to 16 CFR 803.12, and (ii) Buyer shall have the unilateral right to enter into and modify a timing agreement. Buyer shall promptly oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any covenantsorder, undertakings judgment, decree, injunction or other agreements or arrangements of, or by, a Party or ruling of any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (that could restrain, prevent or delay completion, including by reducing the scope of the supply and license arrangements contemplated defending through litigation, any action asserted by the Transaction Documents any person in order to align such arrangements with the amendment contemplated by clause (A) above); and (C) withdraw any and all filings from court or before any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law)Authority.