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

Governmental Approvals and Other Third-Party Consents. (A) Buyer and Sellers, promptly, will use their reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities necessary for them to sign and deliver this Agreement and perform their obligations under it. Buyer and Sellers will cooperate with each other promptly to seek to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (B) Without limiting the generality of Buyer’s undertaking under this Section 6.20, Buyer will take all steps necessary to avoid or eliminate each impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party to enable Buyer and Sellers to close the transactions contemplated by this Agreement promptly, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. And, Buyer will defend through litigation on the merits any claim asserted in court by any party 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. (C) Before any analyses, appearance, meeting, discussion, presentation, memorandum, brief, filing, argument, or proposal is filed, submitted or attended by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filing, submission or attendance to the other. To avoid doubt, Sellers and the Company do not have to share with Buyer any interactions between Sellers or the Company with Governmental Authorities in the Ordinary Course, and neither party must disclose to the other any disclosure not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through the Indemnifying Members) intend to consult and cooperate with one another, and consider in good faith the views of one another, in any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Buyer and Seller will give the other party notice of any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with sufficient time and detail to provide the other party the opportunity to attend and participate in such meeting, discussion, appearance or contact. (D) Sellers and Buyer will use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do not have to pay any consideration for the consent or approval of any third party.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties to this Agreement shall not willfully take any action with 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 under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five (5) 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 it that may request be requested pursuant to the HSR Act. Buyer and Sellers will equally split all filing fees payable under the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under their undertakings pursuant to this Section 6.206.8, Buyer will each party agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties to this Agreement to close the transactions contemplated by this Agreement promptlyas promptly as possible; provided, including proposingthat nothing in this Agreement will require, negotiatingor be construed to require, committing to and effecting, by consent decree, hold separate orders Buyer or otherwise, the sale, divestiture or disposition of any of its Affiliates to or agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, properties or businesses or interests of Buyer, the Group Companies or any of their respective Affiliates, or otherwise take any actions that would limit the freedom of action of Buyer or any of its Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, properties businesses or businesses interests that, in either case, could reasonably be expected to be acquired by it under this Agreement as required result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement. AndIn the event and for so long as Buyer is litigating, contesting or defending against any claim relating to the completion of the transactions contemplated hereunder or relating to circumstances or activities occurring on or prior to Closing involving any Seller, each Seller will cooperate (and make appropriate representatives available to cooperate) with Buyer as reasonably necessary in connection therewith, and Buyer will defend through litigation on the merits any claim asserted in court by any party to avoid entry reimburse Seller for its reasonable out-of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing-pocket costs related thereto. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or any party hereto before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers or Sellers, the Company and the Operating Subsidiary with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other party hereto 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers The Company and Buyer will the Operating Subsidiary shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 Schedule 8.2(h) and Section 5.2 such other notices and consents as are reasonably requested by Buyer, including, but not limited to, providing financial statements and other financial information as third parties may request, reasonably agreeing to commercially reasonable adjustments to the terms of the Disclosure Schedules agreements with such third parties, and all notices executing agreements to and consents from third parties as required under effect the Material Contracts assumption of such agreements on or before the Closing; provided, however, that are marked with an asterisk on Section 3.8 of neither Sellers, the Disclosure Schedules; but Sellers do not have Company, the Operating Subsidiary nor any other Group Company shall be obligated to pay or provide any consideration for the therefor to any third party from whom consent or approval is requested. Buyer will reasonably cooperate with the Company and the Operating Subsidiary in obtaining any such consents by, at the reasonable request of any the Company or the Operating Subsidiary, providing financial statements and other financial information of Buyer as third partyparties may reasonably request, reasonably agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties, or executing agreements to effect the assumption of such agreements effective as of the Closing.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement including approval by CFIUS. Buyer and Sellers will Each party shall cooperate fully with each the other party in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding the foregoing, neither 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 either the Company or Buyer. (b) At the date that the parties determine is 45 days prior to the estimated Closing Date, the parties shall determine pursuant to the rules under the HSR Act the value of Common Stock to be held by Buyer as a result of the Transaction. If required by the HSR Act and if based on the value of such Common Stock, each party hereto agrees to make as promptly as practicable an appropriate filing under pursuant to the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree with respect to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. If filings are required to be made pursuant to the HSR Act, each party shall be responsible for one half of the HSR Act filing fee pursuant to Section 8.01 of this Agreement. (Bc) Without limiting the generality of Buyer’s undertaking under this Section 6.20, Buyer will take all steps necessary to avoid or eliminate each impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party to enable Buyer and Sellers to close the transactions contemplated by this Agreement promptly, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. And, Buyer will defend through litigation on the merits any claim asserted in court by any party 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. (C) Before any analyses, appearance, meeting, discussion, presentation, memorandum, brief, filing, argument, or proposal is filed, submitted or attended by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filing, submission or attendance to the other. To avoid doubt, Sellers and the The Company do not have to share with Buyer any interactions between Sellers or the Company with Governmental Authorities in the Ordinary Course, and neither party must disclose to the other any disclosure not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through the Indemnifying Members) intend to consult and cooperate with one another, and consider in good faith the views of one another, in any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Buyer and Seller will give the other party notice of any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with sufficient time and detail to provide the other party the opportunity to attend and participate in such meeting, discussion, appearance or contact. (D) Sellers and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 and Section 5.2 3.04 of the Disclosure Schedules and all notices to and consents from third parties as required under Schedule; provided, however, that the Material Contracts that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Company shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (Bb) Without limiting the generality of Buyer’s 's undertaking under pursuant to this Section 6.205.09, Buyer will agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company AFT-Hungary with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts parties; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Representatives and Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will willfully Each party hereto agrees not take any action with that is reasonably likely to 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree Each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding and any applicable foreign antitrust Laws with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof (including a request for early termination of the applicable waiting period under the HSR Act) and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.205.09, Buyer will take all steps necessary agrees to use its reasonable best efforts to avoid or 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 Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptly, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreementpromptly as possible. AndIn addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any Subject to appropriate confidentiality protections, all analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including, any interactions between Sellers Seller, the Company, or the Company Company’s Subsidiaries with Governmental Authorities in the Ordinary Course, and neither party must disclose ordinary course of business consistent with past practice or any disclosure which is not permitted by Law) shall be disclosed to the other party hereunder in advance of any disclosure not permitted by Law filing, submission or any disclosure containing confidential information. Buyer and Sellers (through attendance, it being the Indemnifying Members) intend to 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers and Buyer will Seller shall use commercially its reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 and Section 5.2 3.05 of the Disclosure Schedules and Schedules. Buyer shall use its reasonable best efforts to give all notices to to, and obtain all consents from from, all third parties as required under the Material Contracts that are marked with an asterisk on described in Section 3.8 4.02 of the Disclosure Schedules; but Sellers do provided, however, that Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as reasonably practicable, will use their its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities (including pursuant to the HSR Act) that may be or become necessary for them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under it. Buyer and Sellers will cooperate with each other promptly pursuant to seek to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer including (i) preparing and Indemnifying Members agree to make filing as promptly as reasonably practicable and in any event within three (3) Business Days after the date hereof an appropriate filing under the HSR Act regarding Act, (ii) as promptly as reasonably practicable and without duplication of clause (i), the preparation and filing with any Governmental Authority all documentation to effect all necessary filings and other documents as are necessary, proper or advisable to consummate the transactions contemplated by this Agreement within five and the other agreements entered into as contemplated hereby; (5iii) Business Days using reasonable best efforts to obtain (and to supply cooperating with each other in obtaining) any consent, authorization, order, approval, clearance, expiration or termination of a waiting period, or any exemption by, any Governmental Authority, including supplying as promptly as reasonably practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be reasonably requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.206.07, Buyer will agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law the HSR Act that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyand the other agreements entered into as contemplated hereby as promptly as possible, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate orders 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 under pursuant to this Agreement Agreement, (ii) terminating, modifying or assigning its existing relationships, Contracts or obligations, (iii) changing or modifying any course of conduct regarding future operations of Buyer or its Subsidiaries or Affiliates, or (iv) otherwise taking or committing to take any other action that would limit Buyer or its Subsidiaries or Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement, in each ease, as 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this AgreementAgreement and the other agreements entered into as contemplated hereby. AndNotwithstanding the foregoing, nothing in this Section 6.07 or otherwise in this Agreement shall require Buyer or its Affiliates to divest, sell, license, or otherwise encumber any of its assets or businesses or to agree to any action concerning Buyer or its Affiliates or the assets or businesses of the Acquired Companies that would, or would reasonably be expected to (i) have a material adverse effect on any of the Acquired Companies, or (ii) have an adverse effect on Buyer and its Affiliates (other than, following the Closing, the Acquired Companies) in any respect. In addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before Buyer shall have the right to (i) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by (including directing the timing, nature and substance of all such responses), and lead all meetings and communications (including any negotiations) with any Governmental Authority that has the authority to enforce any Antitrust Law and (ii) control the defense and settlement of any litigation, action, suit, investigation or proceeding brought by or before any Governmental Authority that has authority to enforce any Antitrust Law. Buyer shall consult with the Company in a reasonable manner and consider in good faith the views and comments of the Company in connection with the foregoing. (d) Prior to Closing and subject to applicable Laws relating to the sharing of information and the terms and conditions of the Confidentiality Agreement, each party shall cooperate with the other party and its Affiliates in connection with the making of all filings pursuant to this Section 6.07, and shall keep each other apprised on a current basis of the status of matters relating to the completion of the transactions contemplated by this Agreement and the other agreements entered into as contemplated hereby. All material analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filings (other than each party’s own internal documents required to be submitted with a filing), argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer in connection with the transactions contemplated hereby and Seller agree to disclose such filingthe other agreements entered into as contemplated hereby (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers or among Buyer, the Company with Sellers, the Acquired Companies and Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other party hereunder as far in advance as practicable of any filing, submission or attendance, it being the intent that the parties will reasonably 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. Buyer and Seller will Each party shall give notice to the other party notice of with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental AuthorityAuthority in respect of any filing, proceeding, investigation (including the settlement of any investigation), litigation or other inquiry regarding the transactions contemplated hereby and the other agreements entered into as contemplated hereby, with such notice being reasonably sufficient time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, to the extent permitted by such Governmental Authority. (De) Sellers and Buyer will 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 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 4.06 of the Disclosure Schedules; but Sellers do not have provided, however, that, except to the extent required in connection with the Restructuring, no Acquired Company nor any Seller shall (i) be obligated to pay any consideration for the therefor to any third party from whom consent or approval of is requested or (ii) agree or commit to any third partyfinancial or monetary liability or obligation that is not paid or discharged in full prior to the Closing Date without Buyer’s prior written consent.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting In furtherance and not in limitation of the generality other provisions of Buyer’s undertaking under this Section 6.205.10, each of Buyer will take and Seller shall, within two (2) Business Days after the date hereof, prepare and file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (all steps necessary to avoid or eliminate each impediment under fees and expenses of which shall be paid one-half by Seller and one-half by Buyer), shall supply as promptly as practicable any antitrust, competition or trade regulation Law additional information and documentary material that may be asserted by requested pursuant to the HSR Act, and shall use their respective commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each of Buyer and Seller, acting solely through outside counsel, will (i) promptly notify the other of any written communication to that party from any Governmental Authority or any and, subject to applicable Law, if practicable, permit the other party to enable Buyer review in advance any proposed written communication to any such Governmental Authority and Sellers incorporate such other party’s reasonable comments thereto, (ii) not agree to close participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated by this Agreement promptly, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by hereby unless it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. And, Buyer will defend through litigation on the merits any claim asserted in court by any party 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. (C) Before any analyses, appearance, meeting, discussion, presentation, memorandum, brief, filing, argument, or proposal is filed, submitted or attended by or on behalf of either Buyer or Seller in connection consults with the transactions contemplated other party in this Agreement advance and, to or before any Governmental Authority or the staff or regulators of any extent permitted by such Governmental Authority, Buyer and Seller agree to disclose such filing, submission or attendance to the other. To avoid doubt, Sellers and the Company do not have to share with Buyer any interactions between Sellers or the Company with Governmental Authorities in the Ordinary Course, and neither party must disclose to the other any disclosure not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through the Indemnifying Members) intend to consult and cooperate with one another, and consider in good faith the views of one another, in any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Buyer and Seller will give the other party notice of any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with sufficient time and detail to provide gives the other party the opportunity to attend attend, and participate in (iii) furnish the other party with copies of all correspondence, filings and written communications between it and its Affiliates and their respective representatives on one hand, and any such meetingGovernmental Authority and its respective staff on the other hand, discussion, appearance or contactwith respect to this Agreement and the transactions contemplated hereby. (Dc) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 3.5 and Section 5.2 4.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts Schedule; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any material consideration for the therefor to any third party from whom consent or approval is requested. (d) Without limiting the generality of the parties’ undertakings pursuant to subsections (a), (b) and (c) above, each of the parties hereto shall use all reasonable best efforts to: (i) avoid the imposition of any third partyorder or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and (ii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such Governmental Order vacated or lifted. (e) If any consent, approval or authorization necessary to preserve any right or benefit under any contract or agreement to which any member of the Company Group is a party is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Buyer and the members of the Company Group in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (f) Notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Buyer, Seller or any of their respective Affiliates to agree to: (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, any member of the Company Group 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, reasonably could 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. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five (5) fifteen Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.206.08, Buyer will agrees to take all steps such actions as may be reasonably necessary to avoid or 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 Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptly, as promptly as possible including proposing, negotiating, taking or committing to and effectingtake actions that after the Closing would limit Buyer’s freedom of action with respect to, by consent decreeor its ability to retain, hold separate orders one or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or more of the assetsbusinesses, properties product lines or businesses assets of the Company that would not, in the aggregate, be material to the business of the Company and Subsidiary taken as a whole, in each case as may be acquired by it under this Agreement as 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement; provided, however, that nothing contained in this Agreement shall require or obligate Buyer to, and Seller shall not, without the prior written consent of Buyer, sell, divest, dispose of, or hold separate any businesses, products, plants, services, or assets of Buyer, Seller, Company, or any of their respective Subsidiaries. AndIn addition, Buyer will shall use commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any party to avoid entry of, or to have vacated or terminated, any that is not a Governmental Order (whether temporary, preliminary or permanent) Authority that would or could reasonably be expected to prevent the consummation of the Closing. (Cc) Before any All written and material analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose or any disclosure which is not permitted by Law) shall be disclosed to the other party hereunder in advance of any disclosure not permitted by Law filing, submission or any disclosure containing confidential information. Buyer and Sellers (through attendance, it being the Indemnifying Members) intend to 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, provided that any such disclosures or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contactcontact to the extent permitted by such Governmental Authority. Notwithstanding the foregoing or any other provision of this Agreement, Seller agrees that Buyer (i) shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under any antitrust, competition or trade regulation Law and (ii) shall take the lead in all joint meetings and communications with any Governmental Authority. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 3.05 of the Disclosure Schedules; but Sellers do provided, however, that Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them the performance of its obligations pursuant to sign this Agreement. Each party shall cooperate fully with the other party and deliver this Agreement and perform their obligations under it. Buyer and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this AgreementAct, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five (5) Business Days as promptly as practicable, which filing shall request early termination of the applicable waiting period under the HSR Act, and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request be requested pursuant to the HSR Act. Buyer agrees that all filing fees under the HSR Act (whether imposed on Buyer, Sellers or any other Persons pursuant to the HSR Act) shall be borne exclusively by Buyer. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.205.09, Buyer will agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders 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 under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement; provided, however, that Buyer shall not be required to take any actions that would or would be reasonably expected to result in a Regulatory Material Adverse Effect. AndIn addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers the Acquired Companies or the Company with Buyer and Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall, where practical, be disclosed to the Indemnifying Members) intend to other party hereunder or its legal counsel 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. Buyer and Seller will Each party shall, where practical, give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers and Buyer will The Company shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described that are listed in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 3.08 of the Disclosure Schedules, including, without limitation, the Store Lender Consent, and to obtain all consents and agreements from third parties necessary to facilitate or obtain any Governmental Approval required to consummate the transactions contemplated by this Agreement; but provided, however, that neither the Company nor Sellers do not have shall be obligated to pay any material consideration for the therefor to any third party from whom consent or approval of any third partyis requested. As soon as practical after the date hereof, and in all events prior to Closing, the Company shall use all commercially reasonable efforts to secure the Lender Consent (as defined therein) required under that certain First Amendment to Lease by and between Store SPE Starplex, LLC, as Lessor, and Starplex Operating, LLC, as Lessee, in order to cause that First Amendment to Lease to be effective in a form and upon terms reasonably acceptable to Buyer (the “Store Lender Consent”).

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will willfully The parties hereto shall not wilfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (Bb) Without limiting the generality of Buyerthe Purchaser’s undertaking under pursuant to this Section 6.206.9, Buyer will Purchaser agrees to solely bear the cost of applicable competition, antitrust or trade regulation filing that may be required and to use its commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrustcompetition, competition antitrust or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decreeorder, 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 under pursuant to this Agreement 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 action or proceeding, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will Purchaser 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. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argument, or proposal is filed, submitted or attended arguments and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Vendor or the Company Corporation with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Vendor and Buyer will the Purchaser shall use commercially reasonable efforts to give all notices to, and obtain all necessary consents from, all third parties that are described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts Data Room; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Vendor shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders orders, and approvals from all Governmental Authorities that may be or become necessary for them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders orders, and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with that will have the effect of delaying, impairing impairing, or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding 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 it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s Buyers’ undertaking under pursuant to this Section 6.205.07, Buyer will each of Buyers agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement; provided, however, that in no event shall Buyer be obligated to hold separate, sell, divest or otherwise dispose of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement that would be reasonably likely to (i) materially impair the benefits or advantages it expects to receive from this Agreement, or (ii) give rise to a material adverse effect on the business plan or business strategy of the combined company. AndIn addition, Buyer will each of Buyers shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between by either Sellers or the Company Buyers with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance appearance, or contact. (Dd) Sellers Parent and Buyer will Buyers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 3.05 of the Disclosure Schedules; but Sellers do provided, however, that Parent shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (Bb) Without limiting the generality of Buyer’s 's undertaking under pursuant to this Section 6.205.07, Buyer will agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers or the Company Seller with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described that are required in Section 4.2 connection with the execution and Section 5.2 delivery of this Agreement and the Transaction Documents and the consummation of the Disclosure Schedules transactions contemplated hereby and all notices to and consents from third parties as required under the Material Contracts thereby ; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform the Transaction Documents and the performance of their respective obligations under ithereunder and thereunder. Buyer and Sellers will Each party shall use its reasonable best efforts to cooperate with each the other parties and their respective Affiliates in promptly to seek seeking to obtain all such consentsConsents; provided, authorizationshowever, orders and approvalsthat nothing in this Section 5.7(a) shall require any party to incur any obligation or expense that is not expressly provided for by this Agreement or any Transaction Document. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvalsConsents. If required by the HSR Act and if the appropriate filing under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five ten (510) Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.205.7, Buyer will take all steps necessary agrees to use its reasonable best efforts to avoid or 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 Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing reasonable best efforts to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid contest the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. And; provided, however, that Buyer will shall not be required to commence or defend through litigation on the merits any claim asserted in court by any party to avoid entry of, legal proceeding or to have vacated divest, dispose of or terminated, hold separate any Governmental Order (whether temporary, preliminary assets to secure clearance or permanent) that would prevent approval under the consummation of the Closingapplicable antitrust Laws. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Buyer, any Seller or the Company or any of its Subsidiaries with Governmental Authorities in the Ordinary Courseordinary course of their respective businesses, and neither party must disclose or any disclosure which is not permitted by Law) shall be disclosed to the other party hereunder in advance of any disclosure not permitted by Law filing, submission or any disclosure containing confidential information. Buyer and Sellers (through attendance, it being the Indemnifying Members) intend to 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. Buyer and Seller will Each party shall give written notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) The Sellers and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents Consents from, all third parties that are described in Section 4.2 3.5 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 4.2 of the Disclosure Schedules; but provided, however, that (i) none of Buyer, the Company or any of its Subsidiaries, the Sellers do not have or any of their respective Affiliates shall be obligated to pay any consideration for the consent or approval of therefor to any third partyparty from whom Consent is requested and (ii) nothing in this Section 5.7 shall be deemed to affect or in any limit the rights of Buyer pursuant to Section 6.2(g).

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Representatives in promptly to seek seeking to obtain all such consents, authorizations, orders and approvalsConsents. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Consents from Governmental Authority any additional information and documentary material it may request under the HSR ActAuthorities. (Bb) Without limiting the generality of Buyer’s Buyers undertaking under pursuant to this Section 6.205.7, Buyer will take all steps necessary agrees to use commercially reasonable efforts to avoid or eliminate each every impediment under any antitrust, competition or trade regulation Law law that may be asserted by any Governmental Authority or any other party as to enable Buyer and Sellers the parties to close the transactions contemplated by this Agreement promptly, as promptly as practicable including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders orders, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses business or of the assets, properties or businesses to be acquired by it under pursuant to this Agreement 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, that proceeding which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will shall use commercially reasonable efforts to defend through litigation on the merits or otherwise resolve short of litigation (but, in each case, at Buyer’s sole cost and expense) 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 or delay the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argument, or proposal is filed, submitted or attended arguments and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between the Sellers or the Company Pecos Entities with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Applicable Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers The Pecos Entities and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents Consents from, all third parties that are described in Section 4.2 and Section 5.2 of Disclosure Schedule 3.7; provided, however, that the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Pecos Entities shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (Bb) Without limiting the generality of Buyer’s 's undertaking under pursuant to this Section 6.205.09, Buyer will agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or any of the Company Subsidiary LLCs with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts parties; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by In furtherance of the HSR Act and if the appropriate filing under the HSR Act has not been filed before the date of this Agreementforegoing, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and each party hereto agrees to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR ActAct with respect to the Notification and Report Form filed by the parties pursuant to the HSR Act regarding the transactions contemplated by this Agreement. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.205.07, Buyer will take all steps necessary Xxxxx agrees to use commercially reasonable efforts to avoid or 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 Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposingprovided, negotiatinghowever, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to that (i) Buyer shall not be acquired by it under this Agreement as required to be divested to avoid the entry ofinitiate, file, prosecute, defend, contest, compromise, settle or resist any action or proceeding, whether judicial or administrative, or to effect the dissolution oftake any action to have vacated, lifted, reversed or overturned any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of Governmental Order relating to the transactions contemplated by this Agreement. And, and (ii) the Buyer will defend through litigation shall not be required to, and the Acquired Companies shall not, without the prior written consent of the Buyer, become subject to, consent to, or propose, offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Buyer or any of its Subsidiaries or any of the Acquired Companies, or (B) conduct, restrict, operate, invest or otherwise change the assets or business or any portion of the assets or business of the Buyer or any of its Subsidiaries or any of the Acquired Companies in any manner, or (C) impose any restriction, requirement or limitation on the merits operation of the business or any claim asserted in court portion of the business of the Buyer or any of its Subsidiaries or any of the Acquired Companies; provided that, if requested by any party to avoid entry ofthe Buyer, the Company will become subject to, consent to, or to have vacated offer or terminatedagree to, or otherwise take any action with respect to, any Governmental Order (whether temporarysuch requirement, preliminary condition, limitation, understanding, agreement or permanent) order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event that would prevent the consummation of the ClosingClosing occurs. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers or the Company with or Buyer and Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other party or its legal counsel 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers and Buyer will 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 4.2 and Section 5.2 3.08 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts Letter; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.205.06, Buyer will agrees to use its commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders 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 under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will 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. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each Party shall give notice to the other party notice of 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 time and detail to provide the other party Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (D) Sellers and Buyer will use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do not have to pay any consideration for the consent or approval of any third party.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it may request under the HSR Act. (Bb) Without limiting the generality of Buyer’s 's undertaking under pursuant to this Section 6.205.09, Buyer will agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will shall use its 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 Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties described in Section 4.2 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts parties; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. 35 (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their its 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement including approval by CFIUS. Buyer and Sellers will Each party shall cooperate fully with each the other party in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding the foregoing, neither 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 either the Company or Buyer. (b) At the date that the parties determine is 45 days prior to the estimated Closing Date, the parties shall determine pursuant to the rules under the HSR Act the value of Common Stock to be held by Buyer as a result of the Transaction. If required by the HSR Act and if based on the value of such Common Stock, each party hereto agrees to make as promptly as practicable an appropriate filing under pursuant to the HSR Act has not been filed before the date of this Agreement, Buyer and Indemnifying Members agree with respect to make an appropriate filing under the HSR Act regarding the transactions contemplated by this Agreement within five (5) Business Days and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. If filings are required to be made pursuant to the HSR Act, each party shall be responsible for one half of the HSR Act filing fee pursuant to Section 8.01 of this Agreement. (Bc) Without limiting the generality of Buyer’s undertaking under this Section 6.20, Buyer will take all steps necessary to avoid or eliminate each impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party to enable Buyer and Sellers to close the transactions contemplated by this Agreement promptly, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. And, Buyer will defend through litigation on the merits any claim asserted in court by any party 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. (C) Before any analyses, appearance, meeting, discussion, presentation, memorandum, brief, filing, argument, or proposal is filed, submitted or attended by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filing, submission or attendance to the other. To avoid doubt, Sellers and the The Company do not have to share with Buyer any interactions between Sellers or the Company with Governmental Authorities in the Ordinary Course, and neither party must disclose to the other any disclosure not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through the Indemnifying Members) intend to consult and cooperate with one another, and consider in good faith the views of one another, in any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Buyer and Seller will give the other party notice of any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with sufficient time and detail to provide the other party the opportunity to attend and participate in such meeting, discussion, appearance or contact. (D) Sellers and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 and Section 5.2 3.04 of the Disclosure Schedules and all notices to and consents from third parties as required under Schedule; provided, however, that the Material Contracts that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Company shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five ten (510) Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.206.07, Buyer will agrees to use commercially reasonable and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptlyas promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders 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 under pursuant to this Agreement 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, that which would otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. AndIn addition, Buyer will shall use 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. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company Group with Governmental Authorities in the Ordinary CourseCourse of Business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 3.05 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 5.02 of the Disclosure Schedules; but Sellers do provided, however, that Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.

Governmental Approvals and Other Third-Party Consents. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under the HSR Act has not been filed before Within ten Business Days after the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five (5) Business Days on the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act; provided, however, the payment of any fees in connection with the foregoing shall be governed by Section 10.01 hereof. (Bb) Without limiting the generality of Buyer’s undertaking under this the undertakings pursuant to Section 6.206.08(a), Buyer will take and Seller shall use reasonable best efforts from the date hereof and until the Outside Date to secure all steps necessary to avoid or eliminate each impediment under any antitrust, competition or trade regulation Law that may be asserted by any approvals from Governmental Authority or any other party to enable Buyer and Sellers to close the transactions contemplated by this Agreement promptlyAuthorities, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. And, Buyer will defend defending 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. Notwithstanding the foregoing, nothing in this Section 6.08 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 of (i) or (ii), 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. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer ; provided, however, that each party may, as each deems advisable and Seller will give necessary, reasonably designate any competitively sensitive material provided to the other party under this Section as “Counsel Only Material.” Such materials and the information contained therein shall be given only to the counsel of the recipient and will not be disclosed by such counsel to other employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Seller or Buyer, as the case may be) or its legal counsel, such permission not to be unreasonably withheld, conditioned or delayed. Each party shall promptly inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other parties orally of) any communication from or to any Governmental Authority regarding the transactions contemplated hereunder. Each party shall give notice of to the 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 and Section 5.2 4.05 of the Seller Disclosure Schedules and all notices Letter or referred to and consents from third parties as required under the Material Contracts in Section 5.02 hereof; provided, however, that are marked with an asterisk on Section 3.8 of the Disclosure Schedules; but Sellers do Seller shall not have be obligated to pay any consideration for the 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, use commercially reasonable efforts to cooperate with Buyer at Buyer’s expense 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 commercially reasonable efforts to provide the Company with the rights and benefits of any third partythe 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. (Aa) Buyer and SellersEach party hereto shall, promptlyas promptly as possible, will use their 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 them to sign its execution and deliver delivery of this Agreement and perform their the performance of its obligations under itpursuant to this Agreement. Buyer Each party shall cooperate fully with the other party and Sellers will cooperate with each other its Affiliates in promptly to seek seeking to obtain all such consents, authorizations, orders and approvals. Neither Buyer nor any Seller will The parties hereto shall not willfully take any action with 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 under pursuant to the HSR Act has not been filed before prior to the date of this Agreementhereof, Buyer and Indemnifying Members agree each party hereto agrees to make an appropriate filing under pursuant to the HSR Act regarding with respect to the transactions contemplated by this Agreement within five ten (510) Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material it that may request under be requested pursuant to the HSR Act. (Bb) Without limiting the generality of Buyer’s undertaking under pursuant to this Section 6.205.04, Buyer will agrees to use its commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable Buyer and Sellers the parties hereto to close the transactions contemplated by this Agreement promptly, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it under this Agreement as required to be divested to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, that otherwise would have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreementpromptly as possible. AndIn addition, Buyer will 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. (Cc) Before any All analyses, appearanceappearances, meetingmeetings, discussiondiscussions, presentationpresentations, memorandummemoranda, briefbriefs, filingfilings, argumentarguments, or proposal is filed, submitted or attended and proposals made by or on behalf of either Buyer or Seller in connection with the transactions contemplated in this Agreement to or party before any Governmental Authority or the staff or regulators of any Governmental Authority, Buyer and Seller agree to disclose such filingin connection with the transactions contemplated hereunder (but, submission or attendance to for the other. To avoid avoidance of doubt, Sellers and the Company do not have to share with Buyer including any interactions between Sellers Seller or the Company with Governmental Authorities in the Ordinary Courseordinary course of business, and neither party must disclose to the other any disclosure which is not permitted by Law or any disclosure containing confidential information. Buyer and Sellers (through ) shall be disclosed to the Indemnifying Members) intend to other 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. Buyer and Seller will Each party shall give notice to the other party notice of 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 time and detail to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (Dd) Sellers Seller and Buyer will shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.2 3.05 and Section 5.2 of the Disclosure Schedules and all notices to and consents from third parties as required under the Material Contracts that are marked with an asterisk on Section 3.8 4.02 of the Disclosure Schedules; but Sellers do provided, however, that Seller shall not have be obligated to pay any consideration for the therefor to any third party from whom consent or approval of any third partyis requested.