Common use of Governmental Approvals and Other Third-Party Consents Clause in Contracts

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with each other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers Seller or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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, arguments and proposals. Each Party party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers Seller and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all necessary third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedulesparties; provided, however, that Sellers Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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 or approvals. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder Transactions (but, for the avoidance of doubt, not including any interactions between Sellers the Seller or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which that is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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, arguments and proposals. Each Party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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. (dc) Sellers The Seller and Buyers the Acquirors shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.04(b) of the Seller Disclosure Schedules and Section 4.2 4.03(b) of the Acquiror Disclosure Schedules; provided, however, that Sellers the Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party Buyer and Seller shall, and Seller shall cause the Company to, as promptly as possible, use its their respective commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties Each of Buyer and Seller shall not, and Seller shall cause the Company not to, 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 such party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly, but in any event no later than fifteen (15) Business Days after the 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement the foregoing, the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include any of the following actions to the contrary, neither of extent such actions would (in Buyer's reasonable assessment) materially interfere with or detract from the Buyers nor any of its Affiliates shall be required benefits Buyer expects to obtain from the Transaction: (i) (A) sellentering into any settlement, leaseundertaking, licenseconsent decree, transferstipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take divesting or agree to take otherwise holding separate (including by establishing a trust or otherwise), or taking any other action, action (or agree or consent otherwise agreeing to do any limitations or restrictions on of the freedom of action foregoing) with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or its respective Affiliates’ businesses, assets or properties, or (iii) litigating or participating in the litigation of any action, suit, investigation or proceeding, whether judicial or administrative, brought by any Governmental Authority or other Person in connection with the Acquired Companiestransactions contemplated hereby. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party either party prior to the Closing before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with relating to the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party party with respect to any such meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental AuthorityAuthority occurring prior ACTIVE 209289734v.13 to the Closing, with such notice being sufficient to provide the other Party party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers Seller and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.05, Section 6.02(f) and Section 4.2 4.02 of the Disclosure Schedules, and Seller shall, and shall cause the Company to, cooperate with Buyer in any reasonable manner to the extent reasonably requested by Buyer in connection with obtaining any such consents; provided, however, that Sellers that, subject to Seller’s indemnification obligations under Article VII, Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) 6.4.1 Each Party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities Bodies that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement; provided that, except as otherwise provided in this Section 6.4, neither Party nor its Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals. Each Party shall cooperate fully with each the other Party and its the other Party’s Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. 6.4.2 Each Party hereto agrees to use its reasonable best efforts to supply to the appropriate Governmental Body any additional information and documentary material that may be requested pursuant to the HSR Act. Each such submission, filing, notification, report and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties will cooperate with each other in connection with the making of all such filings and submissions and the taking of such other actions, including by providing copies of all non-proprietary documents to the non-filing Party and its advisors prior to filing and, if requested, to consider in good faith all reasonable additions, deletions, or changes suggested in connection therewith. The Parties will each furnish to the other such information required for any submission, application or other filing to be made by any other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. The Parties will each promptly inform the other of any material communication made to, or received by it from, the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice with respect to the HSR filings. 6.4.3 Buyer shall use its reasonable best efforts to (a) secure the expiration or termination of any applicable waiting period under the HSR Act, and (b) Notwithstanding to resolve any objections asserted with respect to the transactions contemplated by this Agreement raised by any Governmental Body under the HSR Act; provided, that notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither nothing in this Section 6.4 or any other provision of the Buyers nor this Agreement shall require any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates to agree or otherwise be required to, take any action, including any action contemplated above, (x) with respect to any of Buyer’s Affiliates (including, for purposes of this Section 6.4, BlackRock, Inc. and its subsidiaries (“BlackRock”) and any investment funds or investment vehicles affiliated with, or managed or advised by, BlackRock or any portfolio company (as such term is commonly understood in the private equity industry) or investment of BlackRock or of any such investment fund or investment vehicle), or any interest therein, other than, subject to (y), with respect to the Acquired CompaniesBusiness or the Buyer and its subsidiaries, or (y) that, individually or in the aggregate, would reasonably be expected to have a material impact on either (i) the financial condition, assets, liabilities, businesses, prospects or results of operations of the Business, taken as a whole, or (ii) take the financial condition, assets, liabilities, businesses, prospects or results of operations of Buyer and its subsidiaries, taken as a whole. Without the prior written consent of Seller, Buyer will not agree to take extend the waiting period under the HSR Act or enter into any other actionagreement with the Federal Trade Commission or the Department of Justice to not consummate the transactions contemplated by this Agreement. The covenants and obligations in this Section 6.4.3 are made solely to facilitate the Closing and do not constitute a representation or admission that this Agreement or the transactions contemplated under this Agreement, if consummated without any modification, would violate the HSR Act or agree or consent that agreeing to any limitations divestitures, hold separate conditions or other restrictions on suggested by any Governmental Body or other Person acting under the freedom of action with respect to, or its ability HSR Act would not be harmful to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired CompaniesParties. (c) 6.4.4 All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority Body or the staff or regulators of any Governmental AuthorityBody, in connection with the transactions contemplated hereunder by this Agreement (but, for the avoidance of doubt, not including any interactions between Sellers Seller or the Acquired Companies Buyer, or any of their Affiliates with Governmental Authorities Bodies in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law Law, or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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; provided, that any materials exchanged in connection with this Section 6.4 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Business or Buyer’s consideration of the transactions contemplated hereby or other competitively sensitive material, and that the Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other party under this Section 6.4 as “outside counsel only”. Each Party shall give reasonable advance noticeshall, to the extent practicable, give notice to each the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority Body or the staff or regulators of any Governmental AuthorityBody, with such notice notice, to the extent practicable, being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party parties hereto and its their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 3.05 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested. (c) If any consent, approval or authorization necessary to preserve any right or benefit under any agreement to which the Company is a party is not obtained prior to the Closing, Sellers shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (d) Notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Governmental Approvals and Other Third-Party Consents. (a) Each Party From the Effective Date until the Closing, each party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated to institute any litigation or incur any material expense or liability in order to comply with the preceding provisions of this Section 5.09. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers Seller or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential informationConfidential Information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers Seller and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 3.05 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its such Party’s execution and delivery of this Agreement and the performance of its such Party’s obligations pursuant to this Agreement. Each Party shall cooperate fully with each the other Party Parties and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties shall not willfully knowingly 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 applicable Party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days after the 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 Buyer, Sellers or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, notice to the extent practicable, to each other Party Parties 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 Parties with the opportunity to attend and participate in such meeting, discussion, appearance or contactcontact to the extent permitted by Law. (dc) Sellers Sellers, directly or indirectly through Shareholder Representative or any other Representative of Sellers, and Buyers Buyer, as applicable, shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.05 and Section 4.2 4.02, including any correspondingly numbered sections of the Disclosure Schedules; provided, however, that neither Buyer nor Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals, regulatory or otherwise. The Parties 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, regulatory or otherwise. Notwithstanding the foregoing, no party shall be required to initiate or otherwise become party to any litigation, or to agree to any modification of its business, in connection with obtaining any such consents, authorizations, orders or approvals. (b) Notwithstanding anything in this Section 5.5 Except as a party may deem necessary or elsewhere in this Agreement to the contraryappropriate, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party Group Company or Buyer 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 Sellers or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to by the other Party relevant Group Company or Parties hereunder Buyer (as applicable) in advance of any filing, submission or attendance, it being the intent that the Parties relevant Group Company and Buyer 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 Except as a party may deem necessary or appropriate, Buyer shall, and Sellers shall cause each Group Company to, give reasonable advance notice, notice to the extent practicable, to each 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. (dc) Sellers and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 3.04 of the Disclosure Schedules; provided, however, that Sellers no Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all shareholder approvals and other consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party and its Affiliates party in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. Notwithstanding the foregoing, no party hereto shall be required to agree to any divestitures, licenses, hold separate arrangements, mitigation agreements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements, agreements or similar matters, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets and liabilities (contingent or otherwise), taken together, or financial condition of the Company or CNHTC, respectively. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement (i)In addition to the contraryobligations set forth in Section 5.10(a), neither of the Buyers nor any of its Affiliates parties shall be required jointly submit a draft and a final notice to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action CFIUS with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (butby this Agreement as promptly as practicable following the date hereof. The parties shall respond fully, appropriately and timely to any request for information from CFIUS throughout the avoidance of doubtCFIUS process and in accordance with CFIUS regulations. In addition, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business as consistent with past practiceany CFIUS requests for confidentiality, any disclosure which is not permitted by Law or any disclosure containing confidential information) each party shall be disclosed to the other Party or Parties hereunder in advance of any filing, submission or attendance, it being the intent that the Parties will consult cooperate 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 each party shall give reasonable advance notice, to the extent practicable, to each 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 have the opportunity to attend (or have its representatives participate) in any meetings with CFIUS member agencies, attend any on-site visit by CFIUS member agencies to a party's facility (if requested by a CFIUS member agency) and participate in such meeting, discussion, appearance or contact. (d) Sellers and Buyers shall use take any other commercially reasonable efforts to give all notices action in furtherance of the CFIUS Approval. The parties shall, and shall cause each of their respective Affiliates to, take any and all commercially reasonable actions necessary, proper or advisable, to obtain all consents fromCFIUS Approval as soon as is practicable and feasible, all third parties that are described in Section 3.3 and Section 4.2 of accordance with the Disclosure Schedulestimetable imposed by CFIUS; provided, however, that Sellers such efforts with respect to CNHTC shall not be obligated require CNHTC to pay agree to any mitigation measures proposed by CFIUS or any of its member agencies that (A) obligate CNHTC or its Affiliates to propose or accept any limitations, restrictions or changes to the corporate governance of CNHTC or any of its Affiliates, (B) prevent or restrict CNHTC or its Affiliates from accessing, using or licensing any technology or properties reasonably required for the conduct of their respective businesses in the ordinary course, (C) obligate CNHTC or its Affiliates to sell, dispose of, divest, transfer, license or hold separate or otherwise limit their ability to retain any material consideration therefor assets, properties or businesses now owned or presently or hereafter sought to any third party from whom consent be acquired by CNHTC or approval is requestedits Affiliates, (D) in CNHTC's sole discretion, would or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or prospects of CNHTC or its Affiliates or (E) are not conditioned upon the consummation of the transactions contemplated hereby.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals Consents from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvalsConsents. The Parties parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consentsConsents. Each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days after the 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. Xxxxx agrees that all filing fees under the HSR Act (whether imposed on Buyer, authorizations, orders and approvalsany Seller or any other Person pursuant to the HSR Act) shall be borne exclusively by Buyer. (b) Notwithstanding anything in Without limiting the generality of Buyer's undertaking pursuant to this Section 5.5 5.8, Buyer agrees to use its reasonable best efforts and to take any and all steps necessary (other than divestiture) to avoid or elsewhere in eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible. In addition, Buyer shall use its reasonable best efforts to defend through litigation on the contrary, neither of the Buyers nor merits any of its Affiliates shall be required claim asserted in court by any Person in order to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance avoid entry of, or to hold separatehave vacated or terminated, in each case before any Governmental Order (whether temporary, preliminary or after permanent) that would prevent the consummation of the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, arguments and proposals made by or on behalf of any Party 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 the Sellers or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Applicable Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers The Sellers, the Company and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents Required Consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure SchedulesSchedule 3.6; provided, however, that neither the Company nor the Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party The Purchaser, Seller or the Company, as appropriate, shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizationsAuthorizations, orders and approvals from all Governmental Authorities Government Entities that may be or become necessary for its execution and delivery the transfer of this Agreement any Permits and the performance of its their other obligations pursuant to this Agreement. Each Party shall cooperate fully with each the other Party and its Affiliates Parties in promptly seeking to obtain all such consents, authorizationsAuthorizations, orders Orders and approvals. The Parties In addition, the Sellers shall not willfully take any action that will have cause the effect Company to use reasonable best efforts to obtain the Permit in Illinois for which application has been made as of delaying, impairing or impeding the receipt date of any required consents, authorizations, orders and approvalsthis Agreement. (b) Notwithstanding anything Without limiting the generality of Section 7.11(a), the Purchaser and the Sellers agree to work together with legal counsel to the Purchaser to prepare and file the necessary information with the FERC to obtain all necessary FERC approval of the transaction contemplated hereby. The Sellers and the Purchaser shall each pay one-half of all legal fees and related expenses incurred in preparing and making any necessary FERC filings; provided, however, that the maximum amount that will be split by the parties pursuant to this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i7.11(b) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companiesis $5,000. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 The Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 Schedule 5.3 of the Disclosure Schedules; provided. (d) If any consent, howeverapproval or Authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, that the Sellers shall, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval or Authorization as promptly thereafter as practicable. If such consent, approval or Authorization cannot be obtained, the Sellers shall not be obligated use their reasonable best efforts to pay any material consideration therefor to any third party from whom consent or approval is requestedprovide the Company with the rights and benefits of the affected Contract for the term thereof, and, if the Sellers provide such rights and benefits, the Company shall assume all obligations and burdens thereunder.

Governmental Approvals and Other Third-Party Consents. (a) Each From the Effective Date until the Closing, each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement Agreement, the consummation of the Transactions and the performance of its obligations pursuant to this Agreement. Each Party shall reasonably cooperate fully with each other Party and its their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. If required by the HSR Act, each Party agrees to supply as promptly as practicable to the appropriate Governmental Authority any information and documentary material that may be required pursuant to the HSR Act. The Parties 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. (b) Notwithstanding anything in Without limiting the generality of Buyer's undertakings pursuant to this Section 5.5 or elsewhere 6.07, Buyer shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in this Agreement court by any party to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance avoid entry of, or to hold separatehave vacated or terminated, in each case before any Governmental Order (whether temporary, preliminary or after permanent) that would prevent the consummation of the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder Transactions (but, for the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies any Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the all other Party or Parties 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 reasonable advance notice, notice to the extent practicable, to each other Party Parties 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 Parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) From the Effective Date until the Closing, Sellers and Buyers the Companies shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all the third parties that are described in on DS Section 3.3 and Section 4.2 of the Disclosure Schedules4.03; provided, however, that neither Sellers nor the Companies shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) If the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to use commercially reasonable efforts to make all necessary filings, and thereafter make any other submissions, required pursuant to the HSR Act or any other applicable Law with respect to the transactions contemplated by this Agreement within ten (10) Business Days after the 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. Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement herein to the contrary, neither of the Buyers nor any of its Affiliates party shall be required by this Section 5.6 to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take undertake any other action, including entering into any consent decree, hold separate order or agree other arrangement, that would (A) require the divestiture of any assets of Seller, Buyer, the Acquired Companies or consent to any limitations or restrictions on the of their respective Affiliates, (B) limit Buyer’s freedom of action with respect to, or its ability to ownconsolidate and control, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer the Acquired Companies or any of their assets or businesses or any of Buyer’s or its Affiliates Affiliates’ other assets or businesses or (C) limit Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Acquired CompaniesShares. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, Seller and proposals made by or on behalf of any 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.3, Section 3.8(c) and Section 4.2 of the Disclosure SchedulesLetter; provided, however, that Sellers neither Seller nor Buyer nor any Acquired Company shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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 or approvals. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement If required by the HSR Act, each Party agrees to make an appropriate filing pursuant to the contrary, neither of HSR Act with respect to the Buyers nor Transactions within ten Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any of its Affiliates additional information and documentary material that may be requested pursuant to the HSR Act. The filing fee associated with obtaining approval under the HSR Act shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after shared equally by the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of Parties. Each Party shall be responsible for its Affiliates or of own legal costs associated with obtaining approval under the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired CompaniesHSR Act. (c) If required by the Competition Act, each Party agrees to make an appropriate filing with the Commissioner of Competition its respective notification filing under Subsection 114(1) of the Competition Act as promptly as practicable after the execution of this Agreement. The filing fee associated with obtaining the Competition Act Clearance shall be shared equally by the Parties. Each Party shall be responsible for its own legal costs associated with obtaining the Competition Act Clearance. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder Transactions (but, for the avoidance of doubt, not including any interactions between the Sellers or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which that is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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, arguments and proposals. Each Party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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. (de) The Sellers and Buyers the Acquirors shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.04(b) of the Seller Disclosure Schedules and Section 4.2 4.03(b) of the Acquiror Disclosure Schedules; provided, however, that the Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated hereby and by the other Transaction Documents, including using reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders orders, approvals and approvals other confirmations from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders orders, approvals and approvalsother confirmations. The Parties 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 orders, approvals and approvalsother confirmations. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to Without limiting the contrary, neither generality of the Buyers nor any parties’ undertakings pursuant to subsection (a) above, each of its Affiliates the parties hereto shall be required to use all reasonable best efforts to: (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree respond to any sale, divestiture, lease, licensing, transfer, disposal, divestment inquiries by any Governmental Authority regarding antitrust or other encumbrance of, or matters with respect to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer transactions contemplated by this Agreement or any of its Affiliates or of the Acquired Companies, or other Transaction Documents; (ii) take avoid the imposition of any order or agree to take the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or other action, or agree or consent to Transaction Documents; and (iii) in the event any limitations or restrictions on Governmental Order adversely affecting the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companiesparties to consummate the transactions contemplated by this Agreement or other Transaction Documents has been issued, to have such Governmental Order vacated or lifted. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Section 6.08 or Section 6.01 shall require, or be construed to require, Parent, Purchaser or any of their Affiliates to (i) agree to (A) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Parent, Purchaser, any of the Companies or any of their respective Affiliates; (B) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to materially impact the economic or business benefits to Parent or Purchaser of the transactions contemplated by this Agreement and Buyers other Transaction Documents; or (C) any material modification or waiver of the terms and conditions of this Agreement; or (ii) litigate, pursue, defend, contest or otherwise resist any administrative or judicial action or order, by any Governmental Authority or private party, challenging the transactions contemplated by this Agreement or other Transaction Documents as violative of any applicable Laws. (e) Sellers, the Target, Parent and Purchaser shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 4.04 of the Disclosure Schedules; provided, however, that Sellers Sellers, the Target, Parent and Purchaser shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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, each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten Business Days after the 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in If any objections are asserted with respect to the transactions contemplated by this Agreement to or any other Transaction Documents under the contraryHSR Act, neither or if any action is instituted or threatened by any Governmental Authority or any private party challenging any of the Buyers nor transactions contemplated by this Agreement or any other Transaction Document as violative of the HSR Act, Buyer shall use commercially reasonable efforts to try to promptly resolve such objections. Notwithstanding the foregoing and, for the avoidance of doubt, in no event shall Buyer or its Affiliates be under any obligation to take any of the following actions to resolve any such objections: (i) agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates shall be required to and any of the assets of the Company, (iii) terminating any existing relationships and contractual rights and obligations, (Aiii) sellterminating any joint venture or other arrangement, lease(iv) creating any relationship, licensecontractual rights or obligations of Buyer or any of its Affiliates, transfer(v) effectuating any other change or restructuring of Buyer or any of its Affiliates, dispose of, divest or otherwise encumber, or to hold separate, or (Bvi) proffer, propose, negotiate, offer to effect or consent, commit or agree agreeing to any sale, divestiture, lease, licensing, transfer, disposal, divestment limitation to or other encumbrance of, or to hold separate, in each case before or after modification of any of the Closing, any assets, licenses, operations, rights, businesses or interests assets of either Buyer or any of its Affiliates or following the Closing of Buyer, its Affiliates and/or the Company, and/or (vii) opposing (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the Acquired Companiestransactions contemplated hereby, and/or (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and/or pursuing available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing), in order to avoid the entry of, or (ii) take to effect the dissolution, vacating, lifting, altering or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes inreversal of, any assetsorder that has the effect of restricting, licenses, operations, rights, businesses preventing or interests of either Buyer or any of its Affiliates or prohibiting the consummation of the Acquired Companiestransactions contemplated by this Agreement. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers Seller, any Shareholder or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers and Buyers The Company shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 4.04 of the Disclosure Schedules; provided. Buyer shall use commercially reasonable efforts to give all notices to, howeverand obtain all consents from, all third parties that Sellers are described in Section 5.02 of the Disclosure Schedules. (e) Buyer shall not furnish to Shareholder Representative a draft of the initial filing, report or disclosure of Buyer under the U.S. securities laws or any national securities exchange rules relating to this Agreement or the transactions contemplated herein at least forty-eight (48) hours prior to their release and provide Shareholder Representative the opportunity during such period to review and comment on such filings, reports or disclosures. Shareholder Representative shall be obligated furnished with a draft of and be provided with the opportunity to pay review and comment on any material consideration therefor subsequent filing, report or disclosure containing information relating to this Agreement or the transactions contemplated herein if such information is materially different from the initial filing, report or disclosure. Nothing contained in this Section 6.09 shall prevent any party from (a) at any time furnishing any information to any third party Governmental Authority or from whom consent making any disclosures required under U.S. securities laws, or approval is requestedunder the rules and regulations of any national securities exchange on which such party’s shares of capital stock are listed or (b) furnishing any information concerning the transactions contemplated by this Agreement to such party’s Representatives, subject to the confidentiality obligations hereunder.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this AgreementAgreement and the Ancillary Documents. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. Each Party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Ancillary Documents within ten (10) Business Days after the 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. (b) Notwithstanding anything in Without limiting the generality of Parent’s undertaking pursuant to this Section 5.5 5.06, Parent agrees to use its commercially reasonable efforts and to take any and all steps necessary to avoid or elsewhere in eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the Parties to close the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the contrarysale, neither divestiture or disposition of the Buyers nor any of its Affiliates shall assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or be divested in order to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance avoid the entry of, or to hold separateeffect the dissolution of, any injunction, temporary restraining order or other order in each case before any suit or after proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, Parent shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers or the Acquired Companies with Company and Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party 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, arguments and proposals. Each Party party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers The Company and Buyers Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.03 and Section 4.2 4.02 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this AgreementAgreement (the “Governmental Consents”). Each Party party shall cooperate fully with each the other Party and its Affiliates party in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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 approvalsGovernmental Consents. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers Seller shall use commercially reasonable efforts to give all notices to, and obtain seek all consents from, all third parties that are described in Section 3.3 6.4 and Section 4.2 listed in the Schedules referenced therein (the “Required Consents”). (c) Seller shall cause Parent, Buyer and Carrols Corporation to be added as named insureds under each of its environmental insurance policies, with respect to the Disclosure SchedulesSubject Restaurants, from the Closing Date through the earlier of 12:01 AM standard time on May 1, 2015 or the date that Seller ceases to have any fee or leasehold interest in the Subject Restaurant; provided, however, that Sellers solely Seller shall have the right to exercise the rights of ownership of such policies, including, but not limited to, the ability to increase or decrease coverage and agree to modifications or waivers of such policies; provided, further, that to the extent that each of Seller and Buyer have a claim under any such policy with respect to a Subject Restaurant, Seller shall have the sole authority to direct such claims process. Buyer shall have the ability, at its own cost, to participate in such claims process. Buyer shall be obligated to pay responsible for any material consideration therefor deductible payable with respect to any third party from whom consent such environmental insurance policy to the extent the facts and circumstances giving rise to the applicable claim occurred on or approval is requestedafter the Closing and Seller shall be responsible for any deductible payable with respect to any such environmental insurance policy to the extent the facts and circumstances giving rise to the applicable claim occurred prior to the Closing.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party parties and its their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 filings with the Securities and Exchange Commission, any interactions between Sellers Quiksilver or the Acquired Companies with its Affiliates and any Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers Quiksilver and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents authorizations, consents, waivers or approvals from, all third parties that are described in Section 3.3 and Section 4.2 2.5 of the Disclosure Schedules; provided, however, that Sellers Quiksilver shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested; provided, further, however, that in seeking to obtain such authorizations, consents, waivers or approvals, the Company shall not enter into any new contract, modify any existing contract, make any accommodation or enter into any agreement or arrangement that, in any instance, would survive, or give rise to rights or obligations of any Person at or following, the Closing, without the prior written consent of Buyer.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this AgreementAgreement and the Sub-Agreements. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties parties hereto shall not willfully take any action that will would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Notwithstanding anything in Without limiting the generality of the parties’ undertakings pursuant to this Section 5.5 or elsewhere in this Agreement to the contrary5.04, neither of the Buyers nor any of its Affiliates each party hereto shall be required to (i) (A) sellpromptly, leasebut in no event later than ten Business Days, licensefollowing the execution and delivery of this Agreement by the parties hereto, transfer, dispose of, divest or otherwise encumber, or take all actions necessary to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to make any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests filings required of either Buyer it or any of its Affiliates or of (including, with respect to the Acquired CompaniesCompany, or the Company Group) under and in compliance with the HSR Act in connection with this Agreement, the Sub-Agreements and the transactions contemplated hereby and thereby; (ii) as soon as practicable following the execution and delivery of this Agreement by the parties hereto, take or agree all actions necessary to take make any other action, or agree or consent to any limitations or restrictions on the freedom filings required of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer it or any of its Affiliates (including, with respect to the Company, the Company Group) under and in compliance with any other applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; (iii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates (including, with respect to the Acquired CompaniesCompany, the Company Group) from any Antitrust Authority (other than in the case of a “second request”); and (iv) cooperate with one another in connection with any filing under applicable Antitrust Laws and, subject to Section 5.04(c), reasonably cooperate with one another in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. Buyer shall pay all filing fees required under the HSR Act. (c) Notwithstanding the parties’ undertakings pursuant to this Section 5.04, Buyer shall not be obligated, in furtherance of avoiding or eliminating impediments under any Antitrust Law asserted by any Antitrust Authority, to propose, negotiate, commit to or effect, 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 and the Sub-Agreements, as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement and the Sub-Agreements. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party (or, with respect to the Company, on behalf of any Party member of the Company Group) 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 Sellers or any member of the Acquired Companies Company Group with Governmental Authorities in the ordinary course Ordinary Course of business consistent with past practiceBusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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; provided that Buyer shall not be required to provide the Company any information regarding the financial position of the Buyer or any of Buyer’s financial or business analyses of the Transportation Products Business or the transactions contemplated hereby. Each Party party shall give reasonable advance notice, notice to the extent practicable, to each other Party party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental AuthorityAuthority with respect to the transactions contemplated by this Agreement or the Sub-Agreements (including, with respect to the Company, between any Governmental Authority and any member of the Company Group), with such notice being sufficient to provide the other Party party with the opportunity to attend and participate in such meeting, discussion, appearance or contactcontact if the Governmental Authority consents to such attendance and participation. (de) Sellers The Company and Buyers Buyer shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.02 and Section 4.2 4.02 and the corresponding Sections of the Disclosure SchedulesSchedule and the Company shall cause each member of the Company Group to use commercially reasonable best efforts to give all notices to, and obtain consents from, all third parties that are described in the corresponding sections of the Sub-Agreements; provided, however, that Sellers neither the Company, any member of the Company Group nor Buyer shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested. (f) The Company will, and will cause its Subsidiaries to, assist and cooperate with Buyer in connection with Buyer’s efforts to obtain, retain or replace any Permits relating to the operation of the Transportation Products Business.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, party hereto shall use its commercially reasonable best efforts to obtain, or cause to be obtained, as promptly as practicable, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery the consummation of this Agreement and the performance of its obligations pursuant to transactions contemplated by this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties parties hereto shall not willfully take any action that will have with the effect of delayingintent to delay, impairing impair or impeding impede the receipt of any required consents, authorizations, orders and approvals. Each party hereto agrees to make promptly an appropriate filing pursuant to the HSR Act and Foreign Antitrust Laws with respect to the transactions contemplated by this Agreement (but in any event, in the case of the filing pursuant to the HSR Act, within fifteen (15) Business Days after the date hereof, unless otherwise agreed by counsel of each of Purchaser and Sellers) 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 or Foreign Antitrust Laws. (b) Notwithstanding anything in Purchaser acknowledges that its reasonable best efforts under this Section 5.5 5.08 include an obligation that Purchaser commit to or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to effect (i) (A) sell, lease, the license, transfersale, dispose ofdivestiture or disposition of any portion or portions of assets, divest products or otherwise encumberproperties of the laser prostate health business of the Companies, or Purchaser and their respective Affiliates generating annual revenue (calculated based on the results of the fiscal year ended December 31, 2014) up to hold separatean aggregate amount equal to $80,000,000, or (Bii) profferany modification to one or more of the Ancillary Agreements that would not, proposeindividually or in the aggregate, negotiate, offer be reasonably likely to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, adversely affect in each case before or after a material respect the Closing, any assets, licenses, operations, rights, businesses or interests ability of either Buyer the Purchaser or any of its Affiliates to conduct the Business or any of their other businesses consistent with past practice; provided that such license, sale, divestiture or disposition or such modification is required or imposed by a Governmental Authority to permit the consummation of the transactions contemplated by this Agreement under any antitrust, competition or trade regulation Law. Other than as described in the preceding sentence, nothing in this Section 5.08 or otherwise in this Agreement shall require Purchaser or any of its Affiliates to propose, negotiate, commit to or effect, the license, sale, divestiture or disposition of any of its assets, properties or businesses or of the Acquired Companiesassets, properties or (ii) take businesses to be acquired by it pursuant to this Agreement or agree to otherwise take any other action, or agree or consent to any limitations or restrictions on action that limits the freedom of action with respect to, or its ability to ownretain any such assets, retain properties or make changes inbusinesses. In addition, Purchaser and its Affiliates shall use their respective reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any assetsGovernmental Order (whether temporary, licenses, operations, rights, businesses preliminary or interests of either Buyer or any of its Affiliates or permanent) that would prevent the consummation of the Acquired CompaniesClosing. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, or any disclosure which is not permitted by Law or any disclosure containing confidential information) Law), shall be disclosed to the other Party or Parties parties hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party parties 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Subject to Section 5.27 and Section 5.28, Sellers and Buyers Purchaser shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those described in Section 3.3 3.04 and Section 4.2 4.04 of the Disclosure Schedules; providedprovided that none of Sellers, howeverPurchaser, that Sellers nor any of their Affiliates shall not be obligated to (i) commence any litigation in respect thereto, (ii) pay any material consideration therefor to any third party from whom consent or approval is requested, except such amounts as are contractually committed to be paid pursuant to the applicable instrument in connection with the granting of such consent or approval or such amounts that do not exceed $5,000 for any one consent or approval or $50,000 in the aggregate for Sellers and their Affiliates and Purchaser and its Affiliates, respectively, or (iii) otherwise grant any accommodation (financial or otherwise) to any third party.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shallSubject to the terms and conditions herein, as promptly as possible, each of the Parties agrees to use its commercially reasonable efforts to obtaintake, or cause to be obtainedtaken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each Party hereto shall furnish to the other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. (b) Each of the Parties shall cooperate with one another and use commercially reasonable efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act or other Competition Laws) to effect promptly all necessary filings and to obtain all consents, authorizations, orders waivers and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and to consummate the performance of its obligations pursuant to transactions contemplated by this Agreement. Each Party hereto shall cooperate fully with each provide to the other Party parties copies of all correspondence between it (or its advisors) and its Affiliates in promptly seeking any Governmental Authority relating to obtain all such consents, authorizations, orders and approvals. The Parties shall not willfully take the transactions contemplated by this Agreement or any action that will have of the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Notwithstanding anything matters described in this Section 5.5 or elsewhere in this Agreement to 6.4. Each such Party shall promptly inform the contrary, neither other Party of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, argumentsoral communication, and proposals made by or on behalf provide copies of any Party before written communications, with any Governmental Authority regarding any such filings or the staff or regulators any such transaction. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Governmental Authority, in connection with the transactions contemplated hereunder (butopportunity to attend and/or participate. Subject to applicable Law, for the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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, another in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, opinions and proposals. Each proposals made or submitted by or on behalf of any Party hereto relating to proceedings under the HSR Act or other Competition Laws. (c) Without limiting the generality of the undertakings pursuant to this Section 6.4, the Parties shall give reasonable advance notice, provide or cause to the extent practicable, to each other Party with respect be provided as promptly as practicable to any meeting, discussion, appearance or contact with any applicable Governmental Authority information and documents requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the staff transactions contemplated by this Agreement, including filing any notification and report form and related material required under the HSR Act as promptly as practicable, but in no event later than six Business Days after the date hereof for filings required under the HSR Act and 10 Business Days after the date hereof for all other filings, and thereafter to respond promptly to any request for additional information 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 contactdocumentary material that may be made. (d) Sellers Further, each of the Parties shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any applicable Governmental Authority with respect to the transactions contemplated by this Agreement under any Competition Law. Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, such action and Buyers to do, or cause to be done, and to cooperate fully with each other with respect to all things necessary, proper or advisable to cause the expiration of the notice periods under the HSR Act or other Competition Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of the Parties agrees to use its commercially reasonable efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any Governmental Authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible. Notwithstanding any provision to the contrary in this Agreement, (i) nothing in this Agreement shall require any party to litigate with any Governmental Authority concerning the transactions contemplated by this Agreement, and (ii) no party nor any of its respective affiliates shall be required hereunder to (A) enter into any settlement, undertaking, consent decree, stipulation or other agreement with any Governmental Authority in connection with this Agreement, or (B) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other material action (or otherwise agree to do any of the foregoing) with respect to the subsidiaries, businesses, assets or properties of such party or any of its respective affiliates. Any HSR filing fees shall be paid 50% by the Buyer and 50% by the Seller. (e) The Seller and the Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Scheduleson Schedule 3.4(b); provided, however, that Sellers neither the Seller nor the Company shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shallSubject to Section 5.07(d) below with respect to Purchasers, as promptly as possible, each party hereto shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all consentsactions, authorizationsand to do, orders or cause to be done, and to reasonably assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authorities Authority, (ii) the contesting and defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any United States or Canadian antitrust or competition Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order enacted by any Governmental Authority vacated or reversed, (iii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or become necessary for its the transactions contemplated hereby and (iv) the execution and delivery of this Agreement and any additional instruments necessary to consummate the performance of its obligations pursuant to transactions contemplated by this Agreement. Each Party shall cooperate fully with each other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. Each party hereto acknowledges that it has made an appropriate filing of a Notification or Report Form pursuant to the HSR Act and shall make as promptly as practicable, appropriate filings, if applicable, under United States or Canadian antitrust Laws, 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 or applicable United States or Canadian antitrust Laws. (b) Notwithstanding anything Sellers and Purchasers each shall, upon written request by the other, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in this Section 5.5 or elsewhere in connection with the transactions contemplated by this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take filing made with any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals Governmental Authority made by or on behalf of Purchasers, Sellers, the Target Company or any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, their respective Subsidiaries in connection with the transactions contemplated hereunder (butby this Agreement and the Ancillary Agreements. Sellers and Purchasers may, for the avoidance of doubtas each deems advisable and necessary, not including reasonably designate any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed competitively sensitive material provided to the other Party parties under this Section 5.07 as “outside counsel/corporate in-house antitrust counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and corporate in-house antitrust counsel of the recipient and will not be disclosed by such outside counsel and corporate in-house antitrust counsel to employees (other than corporate in-house antitrust counsel), officers, or Parties hereunder directors of the recipient unless express permission is obtained in advance from the source of the materials (Sellers or Purchasers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 5.07(b) may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary, as deemed advisable by the Sellers or Purchasers, to prevent dissemination of competitively sensitive information or to otherwise comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (c) Each of Sellers and Purchasers shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and the Ancillary Agreements. In that regard, each party shall, to the extent permitted by Law: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any filingsignificant communications from or with any Governmental Authority or other third party with respect to any of the transactions contemplated by this Agreement and the Ancillary Agreements, submission or attendance, it being (ii) permit the intent that the Parties will consult other to review and cooperate with one anotherdiscuss in advance, and consider in good faith the views of one another, the other in connection with, any proposed written or oral communication with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, Governmental Authority or other third party with respect to the Sale or any of the other transactions contemplated by this Agreement and proposals. Each Party shall give reasonable advance notice, the Ancillary Agreements and (iii) to the extent practicable, practicable and subject to each other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or applicable legal limitations and the staff or regulators instructions of any Governmental Authority, not participate in any meeting with such notice being sufficient (A) any Governmental Authority with respect to provide the transactions contemplated by this Agreement and the Ancillary Agreements and (B) any third party (excluding Governmental Authorities) with respect to any material consent, approval or waiver in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, in each case, unless it consults with the other Party with party in advance and, to the extent permitted by such Governmental Authority or other third party, as applicable, gives the other party the opportunity to attend and participate in such meeting, discussion, appearance or contactthereat. (d) Without limiting the generality of the foregoing: if required by a Governmental Authority pursuant to United States antitrust Law or Canadian antitrust Law in order to cause the Closing to occur, Purchasers shall negotiate and effect any required sales, divestitures, licenses, dispositions or hold separate agreements for any assets or businesses of the Purchasers, the Target Companies and their respective Subsidiaries, provided that Purchasers shall not be required to take any actions (i) with respect to pre-Closing Purchasers’ assets or businesses that are material to U.S. Purchaser and its Subsidiaries, taken as a whole, or (ii) with respect to the pre-Closing Target Companies’ business, assets or businesses that would have a Material Adverse Effect on the Target Companies’ business taken as a whole. (e) Subject to Section 5.20 and Section 5.22, Sellers and Buyers Purchasers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.03 and Section 4.2 4.03 of the Disclosure SchedulesLetter; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (aSubject to Section 5.07(d) Each Party shallbelow with respect to Purchasers, as promptly as possible, each party hereto shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all consentsactions, authorizationsand to do, orders or cause to be done, and to reasonably assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authorities Authority, (ii) the contesting and defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any United States or Canadian antitrust or competition Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order enacted by any Governmental Authority vacated or reversed, (iii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or become necessary for its the transactions contemplated hereby and (iv) the execution and delivery of this Agreement and any additional instruments necessary to consummate the performance of its obligations pursuant to transactions contemplated by this Agreement. Each Party shall cooperate fully with each other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 . Each party hereto acknowledges that it has made an appropriate filing of a Notification or elsewhere in this Agreement Report Form pursuant to the contraryHSR Act and shall make as promptly as practicable, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, appropriate filings, argumentsif applicable, under United States or Canadian antitrust Laws, and proposals made by or on behalf of any Party before any to supply as promptly as practicable to the appropriate 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall additional information and documentary material that may be disclosed requested pursuant to the other Party HSR Act or Parties hereunder in advance of any filing, submission applicable United States 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 reasonable advance notice, to the extent practicable, to each 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 contactCanadian antitrust Laws. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals, regulatory or otherwise. The Parties 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, regulatory or otherwise. Notwithstanding the foregoing, no party shall be required to initiate or otherwise become party to any litigation, or to agree to any modification of its business, in connection with obtaining any such consents, authorizations, orders or approvals. (b) Notwithstanding anything in this Section 5.5 Except as a party may deem necessary or elsewhere in this Agreement to the contraryappropriate, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party Group Company or Buyer 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 Sellers Seller or the Acquired Companies a Group Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to by the other Party relevant Group Company or Parties hereunder Buyer (as applicable) in advance of any filing, submission or attendance, it being the intent that the Parties relevant Group Company and Buyer 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 Except as a party may deem necessary or appropriate, Buyer shall, and Seller shall cause each Group Company to, give reasonable advance notice, notice to the extent practicable, to each 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. (dc) Sellers Seller and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 3.04 of the Disclosure Schedules; provided, however, that Sellers Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding the foregoing or anything to the contrary set forth in this Section 5.5 Agreement, it is expressly understood and agreed that neither Party shall have any obligation to litigate any action, suit, claim, mediation, arbitration or elsewhere other legal proceeding that may be brought in connection with the transactions contemplated by this Agreement to the contraryAgreement, and neither of the Buyers nor any of its Affiliates Party shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any salelicense, divestiture, lease, licensing, transfer, disposal, divestment sale or other encumbrance ofdisposition or holding separate (through the establishment of a trust or otherwise), of shares of capital stock or to hold separateof any business, in each case before assets or after the Closing, any assets, licenses, operations, rights, businesses or interests property of either Buyer Party or any of its Affiliates the Parties’ respective Affiliates, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock or any actions that are not conditioned on the occurrence of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired CompaniesClosing. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party Seller or the Company before any Governmental Authority or the staff or regulators of any Governmental Authority, solely in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers Seller, the Company or the Acquired Companies GRA with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, notice to the extent practicable, to each 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. For the avoidance of doubt, the Parties agree that none of the foregoing obligations shall apply to the preparation by Buyer of any filings with the U.S. Securities and Exchange Commission or the New York Stock Exchange. (d) Sellers Seller and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 3.05 and Section 4.2 5.02 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this AgreementAgreement or consummation of the transactions contemplated hereby. Each Party party shall cooperate fully with each the other Party parties and its their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties shall If required by any Regulatory Law and if the appropriate filing pursuant to any Regulatory Law has not willfully take any action that will have been filed prior to the effect of delayingdate hereof, impairing each party hereto agrees to make, or impeding cause to be made (including, in the receipt case of any Stockholder to the extent applicable, Enterprises shall cause such Stockholder to make), an appropriate filing pursuant to any Regulatory Law with respect to the transactions contemplated by this Agreement within ten Business Days after the date hereof (or, in the case of the HSR Act, on or before November 26, 2014), or such other date as agreed to by Buyer and Enterprises, and to use reasonable best efforts to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to any Regulatory Law. Each of Buyer and Enterprises shall provide prompt notice to the other of its determination that any consent, authorization, order, approval, or filing is required consentsunder any Regulatory Law which has not been previously requested, authorizationsobtained, orders or filed (as applicable). Notwithstanding anything to the contrary in this Agreement, none of Buyer, Enterprises or the Company shall be required or obligated to comply with a Second Request from the Federal Trade Commission or Department of Justice Antitrust Division or with a comparable request from another Governmental Authority unless both Buyer and approvalsEnterprises agree to comply with such request. Buyer shall pay, or cause to be paid, any and all filing fees in connection with all filings pursuant to any Regulatory Law. (b) Notwithstanding anything to the contrary in this Section 5.5 or elsewhere in this Agreement to the contraryAgreement, neither of the Buyers Buyer nor any of its Affiliates (including, for this purpose, Enterprises and the Company) shall be required to (i) (A) sellagree to, or to become subject to, any commitments or other requirements associated with proposing, negotiating, committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, license, lease, licensedivestiture or disposition of any of its assets, transferproperties or businesses or of the assets, dispose ofproperties or businesses to be acquired by it pursuant to this Agreement, divest including any such assets, properties or otherwise encumber, or businesses as may be required to hold separate, or (B) proffer, propose, negotiate, offer be divested in order to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance avoid the entry of, or to hold separateeffect the dissolution of, any injunction, temporary restraining order or other order in each case before any suit or after proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, Buyer shall not have any obligation to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analysesSubject to applicable Law, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) each party hereto shall be disclosed to the other Party or Parties hereunder in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate with one another, another and consider in good faith the views of one another, another in connection with their filings under any such analysesRegulatory Law and in connection with resolving any investigation, appearancesrequest for information, or other regulatory inquiry commenced by any Governmental Authority relating to this Agreement. Each party hereto shall promptly inform one another of any material communication received from any Governmental Authority relating to this Agreement. To the extent practical and subject to applicable Law, each party hereto shall (i) give each other reasonable prior notice of any communications, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give reasonable advance notice, to the extent practicable, to each other Party with respect to any meeting, discussion, appearance or contact agreements with any Governmental Authority regarding this Agreement and (ii) in advance review, discuss and consider in good faith any such communications, meetings or the staff or regulators of any Governmental Authority, agreements with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contactone another. (d) Sellers Enterprises and Buyers the Company shall use commercially reasonable best efforts to give all notices to, and obtain all consents and other instruments from, all third parties and other Persons that are described in Section 4.06 of the Disclosure Schedules and Section 7.02(f), Section 7.02(g), Section 7.02(j), Section 7.02(k), Section 7.02(l) and Section 7.02(m); provided, however, that Enterprises and Company shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested. Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties and other Persons that are described in Section 3.3 and Section 4.2 5.03 of the Disclosure SchedulesSchedules and Section 7.03(e); provided, however, that Sellers Buyer shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested. Each party shall cooperate fully (but shall have no obligation to pay any consideration in connection therewith) with the other parties and their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals.

Governmental Approvals and Other Third-Party Consents. (a) 5.9.1 Each Party hereto shall, as promptly as possiblepossible after the date hereof, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement Agreement, the closing of the transactions contemplated hereby and the performance of its obligations pursuant to this Agreement. hereunder. 5.9.2 Each Party shall cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) 5.9.3 All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, arguments and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, Authority in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between among Sellers or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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, another in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, arguments and proposals. Each Party shall give reasonable advance notice, notice to the extent practicable, to each other Party Parties 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 Parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.. Stock Purchase Agreement - 47

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities or other Persons that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement, including amendment, approval, transfer or other actions necessary with respect to Permits (as may be approved by Buyer in writing acting reasonably), and including in the case of Goldcorp USA, the completion of the Pre-Closing Reorganization. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in 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 this Agreement within 10 Business Days after the date hereof and to supply as promptly as practicable to the contrary, neither of appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired CompaniesHSR Act. (c) All analysesIf the parties determine, appearancesacting reasonably, meetingsthat they wish to have submitted a voluntary notice and any requested supplemental information (collectively, discussionsthe “CFIUS Voluntary Notice”) to CFIUS under Section 721 of Title VII of the Defense Production Act of 1950, presentationsas amended, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with regard to the transactions contemplated hereunder by this Agreement, (but, for i) the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) parties shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each other Party with respect to the preparation and submission, as promptly as practicable following the date hereof, of a CFIUS Voluntary Notice; (ii) the parties shall promptly provide each other with all information necessary to complete preparation and submission of the CFIUS Voluntary Notice and respond to any meeting, discussion, appearance inquiries from CFIUS or contact with any Governmental Authority or the staff or regulators of any other interested Governmental Authority, with such notice being ; and (iii) the parties shall use commercially reasonable efforts to take all steps necessary to secure as promptly as practicable a conclusion from CFIUS that there are no issues of national security sufficient to provide warrant further review of the other Party transactions contemplated hereby (“CFIUS Clearance”). Without limiting the foregoing, the requirement of Buyer to use commercially reasonable efforts to obtain the CFIUS Clearance shall not include negotiating and entering into one or more mitigation agreements with the opportunity to attend and participate in such meeting, discussion, appearance or contacta federal Governmental Authority. (d) Sellers and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents and approvals from, all third parties that are described in Section 3.3 Schedules 3.3, 4.3, 5.4 and Section 4.2 of the Disclosure Schedules6.3; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party of Buyer, on the one hand, and Seller and the Company, on the other hand, shall cooperate fully with each the other Party or Parties and its or their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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 any consent, approval, or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Seller shall use its reasonable best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if Seller provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party Buyer, on the one hand, or Seller and the Company, on the other hand, 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 Sellers Seller or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties hereunder Parties, as applicable, 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, arguments and proposals. Each Party Buyer, on the one hand, or Seller and the Company, on the other hand, shall give reasonable advance notice, notice to the extent practicable, to each other Party or Parties, as applicable, 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 or Parties with the a reasonable opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers Seller and Buyers the Company shall use commercially their reasonable best efforts to give all notices to, and obtain all consents from, all third parties Persons that are described in Section 3.3 and Section 4.2 3.05 of the Company Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested;.

Governmental Approvals and Other Third-Party Consents. (a) Each Party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall reasonably cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and 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. Each Party acknowledges and agrees that it has independently determined, based on the information available to it and with the advice of its own legal counsel, that no filing or notification pursuant to the HSR Act is required with respect to the transactions contemplated by this Agreement. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any either Party or its Affiliates before any Governmental Authority or the staff or regulators of any Governmental Authority, Authority in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers the Partnership Parties or the Acquired Companies with their respective Subsidiaries and Governmental Authorities in the ordinary course Ordinary Course of business consistent with past practiceBusiness, any disclosure which is not permitted by Law or any disclosure containing confidential informationinformation with respect to either Party) shall be disclosed to the other Party or Parties hereunder in advance of any joint filing, submission or attendanceattendance (subject to applicable attorney-client or other legal privilege), 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 joint analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give reasonable advance notice, notice to the extent practicable, to each other Party with respect to any joint 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. (dc) Sellers The Partnership and Buyers the Investors shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 Schedule 3.04 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requestedLetter.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this AgreementAgreement and the other Transaction Documents. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and 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. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers or the Acquired Companies Seller with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party 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 party shall (i) give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (dc) Sellers and Buyers Seller shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requestedon Schedule 4.3 attached hereto.

Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals Consents from all Governmental Authorities that may be are or become necessary for its execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations pursuant to this Agreementhereunder and thereunder. Each Party shall cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvalsConsents. The Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consentsConsents. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the Effective Date, authorizations, orders each Party agrees to make an appropriate filing pursuant to the HSR Act with respect to the Transactions within five (5) Business Days after the Effective Date and approvalsto 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder Transactions (but, for the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies with such Party and any Governmental Authorities Authority in the ordinary course of business consistent with past practice, or any disclosure which that is not permitted by Law or any disclosure containing confidential informationapplicable Law) shall be disclosed to the other Party or Parties 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 reasonable advance notice, written notice to the extent practicable, to each 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 written notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers and Buyers shall Seller shall, as promptly as possible, use commercially its reasonable best efforts to obtain all Consents and give all notices to, and obtain all consents from, all third parties that are described required in connection with the Transactions as set forth in Section 3.3 and Section 4.2 4.4 of the Disclosure SchedulesSchedule or as otherwise required as a condition to Buyer’s obligations under Section 7.2. Buyer shall reasonably cooperate with Seller in seeking to obtain such Consents. (d) Nothing in this Agreement (including this Section 6.6) requires, or is to be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before, on or after the Closing Date, any Assets, businesses or interests of Buyer or any of its Affiliates; provided(ii) any conditions relating to, howeveror changes or restrictions in, that Sellers shall not the operations of any such Assets, businesses or interests that, in any such case, could reasonably be obligated expected to pay adversely impact the economic or business benefits to Buyer of the Transactions; or (iii) any material consideration therefor to modification or waiver of the terms of this Agreement or any third party from whom consent or approval is requestedof the other Transaction Documents.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the Ancillary Documents and the performance of its obligations pursuant to this AgreementAgreement and the Ancillary Documents. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Seller and Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any 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 Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 Schedule 2.01(b) and Section 4.2 Sections 3.05 and 4.02 of the Disclosure Schedules; provided, however, that Sellers Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested. If any consent, approval, or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Seller shall use its reasonable best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if Seller provides such rights and benefits, the Company shall assume all obligations and burdens thereunder.

Governmental Approvals and Other Third-Party Consents. (a) Each Party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall reasonably cooperate fully with each the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and 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. Each Party acknowledges and agrees that it has independently determined, based on the information available to it and with the advice of its own legal counsel, that no filing or notification pursuant to the HSR Act is required with respect to the transactions contemplated by this Agreement. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any either Party or its Affiliates before any Governmental Authority or the staff or regulators of any Governmental Authority, Authority in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers the MC Partnership Parties or the Acquired Companies with their respective Subsidiaries and Governmental Authorities in the ordinary course Ordinary Course of business consistent with past practiceBusiness, any disclosure which is not permitted by Law or any disclosure containing confidential informationinformation with respect to either Party) shall be disclosed to the other Party or Parties hereunder in advance of any joint filing, submission or attendanceattendance (subject to applicable attorney-client or other legal privilege), 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 joint analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give reasonable advance notice, notice to the extent practicable, to each other Party with respect to any joint 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. (dc) Sellers The Partnership and Buyers the RP Investors shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 Schedule 3.04 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requestedLetter.

Governmental Approvals and Other Third-Party Consents. (a) Each Party Subject to the terms and conditions set forth herein, Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts and cooperate with the other parties hereto to use their respective reasonable best efforts to (i) as promptly as possiblepracticable, use its commercially reasonable efforts to obtaintake, or cause to be obtainedtaken, all appropriate action, and do, or cause to be done, all things reasonably necessary under applicable Law to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Authorities any consents, authorizationslicenses, permits, waivers, approvals, authorizations or orders and approvals from all Governmental Authorities that may required to be obtained by Seller, the Company, Buyer, or become necessary for its any of their respective Affiliates or any of their respective Representatives, as applicable, in the case of clauses (i) or (ii), in connection with the authorization, execution and delivery of this Agreement and the performance consummation of its obligations pursuant the Transactions, and (iii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement. Each Party shall cooperate fully with each other Party and its Affiliates , as required in promptly seeking order to obtain all such consents, authorizations, orders and approvals. The Parties 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 approvalsGovernment Approvals. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its The parties hereto and their respective Representatives and Affiliates shall be required to (i) (A) sellin reasonable consultation, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, and in each case before or no event later than 20 Business Days after the ClosingSigning Date, any assetsfile all required initial applications and documents in connection with obtaining the Governmental Approvals (including under applicable Gaming Laws), licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree act diligently to take any other action, or agree or consent to any limitations or restrictions on pursue the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, argumentsGovernmental Approvals, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, (iii) cooperate with each other in connection with the transactions contemplated hereunder (butmaking of all filings referenced in the preceding sentence, for including providing copies of material documents other than finding of suitability applications to the avoidance other party and its advisors prior to filing such documents, and if requested, accepting the reasonable additions, deletions or changes suggested in connection therewith. Each of doubt, not including Buyer and Seller and any interactions between Sellers applicable Affiliate shall use its reasonable best efforts to schedule and attend any hearings or the Acquired Companies meetings with Governmental Authorities in to obtain the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance notice, to the extent practicable, to each 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. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.Approvals as promptly as reasonably

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from their shareholders, boards of directors or managers, and all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers or the Acquired Companies Company with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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, arguments and proposals. Each Party party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 of may be necessary to consummate the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requestedtransaction contemplated by this Agreement.

Governmental Approvals and Other Third-Party Consents. (a) Each From the Effective Date through the Closing Date, each Party shallshall (and shall each cause their respective Affiliates to) use commercially reasonable efforts to make or obtain all notices, filings, consents, waivers, confirmations and approvals of Governmental Authorities that any of Seller, Buyer or their respective Affiliates are required to make or obtain before the Closing in order to consummate the Transactions and maintain such consents in full force and effect once made or obtained, which shall include to: (i) make or cause to be made any filings required under any foreign, federal, state or local Laws with respect to the Transactions, in each case, as promptly as possibleis reasonably practicable, and to pay any fees due from it in connection with such filings; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iii) use its commercially reasonable efforts to obtain, cause the expiration of the notice or cause waiting periods under any Laws with respect to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with each Transactions as promptly as is reasonably practicable; (iv) promptly inform the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consentscommunication from or to, authorizationsand any proposed understanding or agreement with, orders any Governmental Authority in respect of such filings, and approvals. (b) Notwithstanding anything permit the other Party to review in this Section 5.5 or elsewhere in this Agreement advance any proposed communication by such Party to any Governmental Authority to the contrary, neither of extent it is reasonably practicable to do so; (v) consult and cooperate with the Buyers nor other Party in connection with any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, arguments and proposals opinions made or submitted by or on behalf of any Party before in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings; (vi) comply, as promptly as reasonably practicable, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents or other materials; (vii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions; (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the staff or regulators Transactions as being in violation of any Law; (ix) request expedited and, as appropriate, confidential treatment of any such filings; and (x) cooperate in good faith with all Governmental Authorities and not take any action that would reasonably be expected to adversely affect the approval of any Governmental AuthorityAuthority of any of the aforementioned filings. (b) No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, in connection investigation or other inquiry related to the Transactions, unless it consults with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties 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 reasonable advance noticeand, to the extent practicable, to each other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any permitted by such Governmental Authority, with such notice being sufficient to provide gives the other Party with the opportunity to attend and participate in at such meetingmeeting including with or through the Representatives and counsel of the other Party. Subject to the Confidentiality Agreement and Section 6.05, discussionthe Parties shall provide each other with copies of all correspondence, appearance filings or contact. (d) Sellers and Buyers shall use commercially reasonable efforts to give all notices tocommunications between them or any of their Representatives or counsel, on the one hand, and obtain all consents fromany Governmental Authority or members of its staff, all third parties that are described in Section 3.3 on the other hand, with respect to this Agreement and Section 4.2 of the Disclosure SchedulesTransactions; provided, however, that Sellers either Party may redact from any filings provided to the other Party hereunder, and shall not be obligated required to pay provide any material consideration therefor materials or information hereunder, to any third party from whom consent the extent such filings, materials or approval is requestedinformation relate to the providing Party and not to the Company.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this AgreementAgreement and the other Transaction Documents. Each Party party shall cooperate fully with each the other Party party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party 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 Sellers Seller or the Acquired Companies Buyer with Governmental Authorities in the ordinary course of business consistent with past practicebusiness, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties 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 party shall give reasonable advance notice, notice to the extent practicable, to each other Party 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 party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (dc) Sellers Seller and Buyers Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 and Section 4.2 Schedule 4.02 of the Disclosure Schedules; provided, however, that Sellers Seller shall not be obligated to pay any material consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each Party party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or cause to be obtained, all shareholder approvals and other consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with each the other Party and its Affiliates party in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties 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. Notwithstanding the foregoing, no party hereto shall be required to agree to any divestitures, licenses, hold separate arrangements, mitigation agreements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements, agreements or similar matters, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets and liabilities (contingent or otherwise), taken together, or financial condition of the Company or CNHTC, respectively. (b) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement (i)In addition to the contraryobligations set forth in Section 5.10(a), neither of the Buyers nor any of its Affiliates parties shall be required jointly submit a draft and a final notice to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action CFIUS with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (butby this Agreement as promptly as practicable following the date hereof. The parties shall respond fully, appropriately and timely to any request for information from CFIUS throughout the avoidance of doubtCFIUS process and in accordance with CFIUS regulations. In addition, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business as consistent with past practiceany CFIUS requests for confidentiality, any disclosure which is not permitted by Law or any disclosure containing confidential information) each party shall be disclosed to the other Party or Parties hereunder in advance of any filing, submission or attendance, it being the intent that the Parties will consult cooperate 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 each party shall give reasonable advance notice, to the extent practicable, to each 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 have the opportunity to attend (or have its representatives participate) in any meetings with CFIUS member agencies, attend any on-site visit by CFIUS member agencies to a party’s facility (if requested by a CFIUS member agency) and participate in such meeting, discussion, appearance or contact. (d) Sellers and Buyers shall use take any other commercially reasonable efforts to give all notices action in furtherance of the CFIUS Approval. The parties shall, and shall cause each of their respective Affiliates to, take any and all commercially reasonable actions necessary, proper or advisable, to obtain all consents fromCFIUS Approval as soon as is practicable and feasible, all third parties that are described in Section 3.3 and Section 4.2 of accordance with the Disclosure Schedulestimetable imposed by CFIUS; provided, however, that Sellers such efforts with respect to CNHTC shall not be obligated require CNHTC to pay agree to any mitigation measures proposed by CFIUS or any of its member agencies that (A) obligate CNHTC or its Affiliates to propose or accept any limitations, restrictions or changes to the corporate governance of CNHTC or any of its Affiliates, (B) prevent or restrict CNHTC or its Affiliates from accessing, using or licensing any technology or properties reasonably required for the conduct of their respective businesses in the ordinary course, (C) obligate CNHTC or its Affiliates to sell, dispose of, divest, transfer, license or hold separate or otherwise limit their ability to retain any material consideration therefor assets, properties or businesses now owned or presently or hereafter sought to any third party from whom consent be acquired by CNHTC or approval is requestedits Affiliates, (D) in CNHTC’s sole discretion, would or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or prospects of CNHTC or its Affiliates or (E) are not conditioned upon the consummation of the transactions contemplated hereby.