Common use of Governmental Approvals; Third Party Consents Clause in Contracts

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its terms, each Buyer and Seller shall use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6). Each Buyer and Seller shall use reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in any event, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each party to this Agreement agrees to reasonably cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination each of this Agreement in accordance with its terms, each Buyer and Seller shall use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 65). Each of Buyer and Seller shall use reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings make an appropriate filing, if necessary, pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in any event, within ten five (105) Business Days for a filing pursuant Days, unless otherwise mutually agreed to the HSR Act by Buyer and within twenty (20) Business Days for all other filings, if any, required by applicable Competition LawsSeller) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or All filing fees incurred in connection with the HSR Act or and any other applicable Competition Law, Laws shall be borne by Buyer. (b) Each of Buyer and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other parties hereto of any oral or written communication made to or received by either Buyers Buyer and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers and, subject to applicable Law, if practicable, permit the other parties hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyersthe other parties’ reasonable comments. Neither party shall , not agree to 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 hereby unless, to the extent reasonably practicable, it consults with the other party parties hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party parties the opportunity to attend attend, and furnish the other party parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid In the entry ofevent any claim, or to effect the dissolution ofaction, any decreesuit, order, judgment, injunction, temporary restraining order investigation or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened proceeding by any Governmental Authority or any other Person is commenced which challenges or questions the validity or legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The , the parties hereto agree to reasonably cooperate and use reasonable best efforts to defend against such Litigation claim, action, suit, investigation or other proceeding and, if an Order injunction or other order is issued in any such Litigationaction, suit or other proceeding, to use reasonable best efforts to have such an Order injunction or other order lifted, and to cooperate reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each party to this Agreement agrees to reasonably cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller Seller’s Affiliates to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of BuyersReal Property Lease. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from From the date hereof until the Closing Closing: (a) Each party shall use its reasonable best efforts to take or the termination cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for such party to fulfill and perform its respective obligations in respect of this Agreement and the ARSHA, to cause the conditions to its respective obligations set forth in accordance with its termsArticle 5 to be fulfilled and otherwise to consummate and make effective the transactions contemplated hereby and thereby. (b) Without limiting the generality of Section 4.4(a), each Buyer party shall, as promptly as practicable, (i) make, or cause to be made, all filings and Seller shall submissions required under any Law applicable to such party or any of its Affiliates and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations and approvals from all Governmental Authorities and third parties necessary to be obtained by such party or any of its Affiliates, in each case in connection with this Agreement or the ARSHA or the consummation of the transactions contemplated hereby or thereby; provided that (A) Seller, Target and their Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Subsidiaries after the Closing without the prior written consent of Buyer, (B) Buyer and its Subsidiaries shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Seller or Target or any of its Subsidiaries after the Closing without the prior written consent of Seller, (C) neither Seller, Target nor any of their Affiliates shall be required to take any action that involves divestiture of an existing business of Seller, Target or any of its Affiliates or that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized by Seller and its Affiliates from the consummation of the transactions contemplated by this Agreement and the ARSHA and (D) Buyer and its Subsidiaries shall not be required to take any action that involves divestiture of an existing business of Buyer or any of its Subsidiaries or that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement and the ARSHA. In furtherance of the foregoing obligations (x) Seller and Target agree to make, or cause to me made, such filings and take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective such actions as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6). Each Section 2.2(b) of this Agreement and (y) Buyer agrees to make such filings and take such actions as set forth in Section 3.2(c) of this Agreement. (c) Seller and Target shall, and shall cause the Subsidiaries of Target to, use reasonable best efforts to promptly obtain any consents required from third parties pursuant to the Target Material Contracts in connection with the consummation of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in any eventBuyer shall, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3cause its Subsidiaries to, Buyers agree to use their reasonable best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under obtain any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to consents required from third parties pursuant the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, Material Contracts in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of by this Agreement unlawfulAgreement. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree With respect to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigationmaterial agreement or other instrument for which any consent has not been obtained prior to the Closing, in the event that the Closing occurs, the relevant parties shall continue to use reasonable best efforts to have obtain any such an Order liftedconsent after the Closing until either such consent has been obtained or Seller and Buyer mutually agree, and to in good faith, that such consent cannot reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated herebybe obtained. (d) Each party to this Agreement agrees to reasonably shall, and shall cause its Affiliates to, coordinate and cooperate with the other parties and its Affiliates in obtaining any other consents exchanging such information and approvals that supplying such reasonable assistance as may be required reasonably requested by the other party in connection with the transactions filings and other actions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of BuyersSection 4.4. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from From the date hereof until the Closing Closing: (a) Each party shall use all reasonable best efforts to take or the termination cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for such party to fulfill and perform its respective obligations in respect of this Agreement Agreement, to cause the conditions to its respective obligations set forth in accordance with Article 5 to be fulfilled and otherwise to consummate and make effective the transactions contemplated hereby and thereby. (b) The parties shall, as promptly as practicable, make, or cause to be made, all filings and submissions required under any Law applicable to such party or any of its termsAffiliates, each Buyer including an amendment to the Schedule 13D to be filed by the Xxxxx family group, give such reasonable undertakings as may be required in connection therewith, and Seller shall use reasonable best efforts to takeobtain, or cause to be takenobtained, all action consents, authorizations and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6). Each Buyer and Seller shall use reasonable best efforts to promptly obtain consents of approvals from all Governmental Authorities and other Persons necessary to consummate the transactions contemplated be obtained by this Agreement. Each such party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in any event, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, each case in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. Without limiting the foregoing, the (i) Buyers shall as promptly as practicable (A) make, or cause to be made, all filings and submissions required under the HSR Act with respect to the purchase of the MSG Shares and (B) seek the League Consent and (ii) Sellers shall cooperate with the Buyers in seeking the League Consent. (c) Each party shall, and shall cause its Affiliates to, coordinate and cooperate with the other party and its Affiliates in exchanging such information and supplying such reasonable assistance as may be reasonably requested by the other parties in connection with the filings and other actions contemplated by this Section 4.1. (d) Each party The Buyers shall deliver or cause MSG to this Agreement agrees deliver the BOA Notice to reasonably cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this AgreementBank of America, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain N.A. prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following opening of trading on The New York Stock Exchange on the Closing Date, from if the counterparty to each Multi-party Contract any needed consent to separate the portion of Buyers are advised by MSG that such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller notice is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contractrequired. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms The Parties will cooperate with each other and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its terms, each Buyer and Seller shall use commercially reasonable best efforts to takeobtain from any Governmental Authorities, including the FCC, any consents, licenses, permits, waivers, approvals, authorizations or cause orders required to be taken, all action obtained and to do, make any filings with or cause notifications or submissions to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions precedent set forth any Governmental Authority that are necessary in ARTICLE 6). Each Buyer and Seller shall use reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary order to consummate the transactions contemplated by this Agreement. Each party hereto the Transaction Documents and shall ensure that diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. (b) Without limiting Section 5.5(a), as soon as practicable following the Execution Date, but in no event later than ten (10) Business Days following the Execution Date, the Parties shall make such filings pursuant to as may be required by the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in the Transaction Documents, which filings shall include a request for early termination of any eventapplicable waiting period. Thereafter, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and Parties shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply file as promptly as practicable to all reports or other documents required or requested by the appropriate Governmental Authorities any additional information and documentary material that may be requested U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act or otherwise including requests for additional information concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the Execution Date. Each Party shall cause their respective counsel to furnish each other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are Party such necessary to avoid or eliminate each information and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so reasonable assistance as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or Party may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR Act. Each Party shall cause their counsel to supply to each other Party copies of the date stamped receipt copy of the cover letters delivering the filings or submissions required under the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with to any Governmental Authority in connection therewithAuthority. Seller Regency and Contributor shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any each pay one-half of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall participate in any substantive meeting or discussion statutory filing fee associated with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or filings under the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated herebyHSR Act. (c) Buyers shall The Parties agree to cooperate with each other and use their commercially reasonable best efforts to avoid the entry ofcontest and resist, any Proceeding, and to have vacated, lifted, reversed or to effect the dissolution of, overturned any decree, order, judgment, injunction, temporary restraining order injunction or other order (whether temporary, preliminary or permanent) of any Governmental Authority that is in any suit effect and that restricts, prevents or proceeding, which would otherwise have the effect of materially delaying or preventing prohibits the consummation of the transactions contemplated hereby or that would make by the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated herebyTransaction Documents. (d) Each of the Parties will use its commercially reasonable best efforts and act diligently to obtain, and to assist the other Parties to obtain, all necessary third party consents, approvals and waivers required to this Agreement agrees be obtained by it in order to reasonably cooperate in obtaining any other consents and approvals that may be required in connection with consummate the transactions contemplated by this Agreement. Notwithstanding anything to the contrary Transaction Documents in this Agreementa timely manner, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any including all third party in order to obtain the consent or approval of such third party under any Material Contract consents, approvals and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are waivers listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (iiSchedule 6.2(c) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(hSchedule 6.3(c).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsset forth herein, each of Parent, Buyer and Seller shall, and shall cause their Affiliates to, use all their respective commercially reasonable best efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective commercially reasonable efforts to (i) as promptly as practicable, take, or cause to be taken, all action appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable practicable, (ii) obtain from any Governmental Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, Parent or any of their respective Affiliates or Gaming Representatives or any of their respective Affiliates’ Gaming Representatives, as applicable, in the case of clauses (i) or (ii), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (iii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the transactions contemplated by this Agreement (including collectively, the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6“Governmental Approvals”). Each Buyer The Parties and Seller their respective Representatives and Affiliates shall use (x) in reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (consultation, and in any event, within no event later than ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement (with respect to all Governmental Approvals, file all required initial applications and shall resubmit any such filings as soon as is reasonably practicable documents in connection with obtaining the event such filings are rejected for any reason whatsoever by Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the relevant Governmental Authority. Each party shall supply Approvals, including using all commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act as promptly as practicable to following the appropriate Governmental Authorities any additional information execution and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities delivery of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation and (z) cooperate with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or each other in connection with the HSR Act making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter of its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. BuyersRepresentatives, on the one hand, and Sellerany Governmental Entity, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other handother, with respect to this Agreement and the transactions contemplated hereby. by this Agreement, other than finding of suitability applications, to the other Party and its advisors (cprovided, however, that copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) Buyers shall use their best efforts prior to avoid filing such documents and, if requested, accepting the entry ofreasonable additions, deletions or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages changes suggested in connection therewith. The parties hereto agree to reasonably cooperate Each of Parent, Buyer, Seller and the Company and any applicable Affiliate shall use best all their respective commercially reasonable efforts to defend against such Litigation schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and, if an Order is issued in Buyer’s sole judgment and Buyer’s belief that Seller’s participation in any such Litigationmeeting will be a material element of such meeting, an opportunity to participate in all meetings and other proceedings between Buyer or Parent and Governmental Entities regarding the Governmental Approvals. From the date of this Agreement and until the Closing, Buyer shall, and Parent shall cause Buyer to, provide Seller with a written update of the status of obtaining the Government Approvals no less frequently than bi-weekly. Buyer and Seller shall have the right to review in advance and, in each case, to use reasonable best efforts the extent practicable and permitted by applicable Laws relating to have such an Order liftedthe exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding, all information relating to Buyer or Seller, as the case may be, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party to this Agreement agrees to reasonably cooperate in obtaining or any other consents and approvals that may be required Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement; provided, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to makehowever, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller Buyer shall not be required to provide any consideration finding of suitability applications for Seller’s review; and; provided, further, that copies shall be provided to any counterparty to such only the other Party’s outside counsel or on a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates redacted basis if and to the Business as described extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and; provided, further, that either Party may use without prior consultation materials appearing in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shalleither Party’s, or shall cause any applicable Affiliate totheir respective Affiliates’, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, filings with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).the

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination each of this Agreement in accordance with its terms, each Buyer and Seller shall use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE Article 6). Each of Buyer and Seller shall use reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, it being understood that this sentence shall not refer to Permits, which shall be governed by Section 4.3(d). Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws for the jurisdictions set forth on Section 4.3 of the Seller Disclosure Letter with respect to the transactions contemplated by this Agreement are submitted promptly (and in any event, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary foregoing, nothing in this Section 4.3Agreement shall require, Buyers agree or be construed to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority require, Buyer or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited of its Affiliates to: (i) sellingsell, licensing divest, or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, convey any entities, assets, businesses categories, portions or facilities parts of any assets of the Business, the Transferred Entities or Buyer or its Affiliates at any entitytime; (ii) license, assethold separate or enter into similar arrangements with respect to any assets of the Business, business the Transferred Entities or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amendingalter, assigning modify, terminate or terminating cancel any existing licenses relationships, contracts, rights, obligations, policies or other agreements practices of the Business, the Transferred Entities or Buyer or its Affiliates; or (other than terminations that would result in iv) agree to any material modification or waiver of the terms and conditions of this Agreement as a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating condition to obtaining clearances, approvals any and the expiration all expirations of waiting periods under the HSR Act or consents from any Governmental Authority or otherwise. Each party’s filing fees incurred in connection with the HSR Act or and any other applicable Competition Law, Laws shall be borne by that respective party. (b) Each of Buyer and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other party hereto of any oral or written communication made to or received by either Buyers Buyer and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated herebyhereby (it being understood that correspondence, filings and Seller communications received by a party from any Governmental Authority shall allow Buyers be immediately provided to the other party hereto upon receipt, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants), and, subject to applicable Law, if practicable, permit the other party hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ the other party’s reasonable comments. Neither party shall , not agree to 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend attend, and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid In the entry ofevent any claim, or to effect the dissolution ofaction, any decreesuit, order, judgment, injunction, temporary restraining order investigation or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened proceeding by any Governmental Authority or any other Person is commenced which challenges or questions the validity or legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The , the parties hereto agree to reasonably cooperate and use reasonable best efforts to defend against such Litigation claim, action, suit, investigation or other proceeding and, if an Order injunction or other order is issued in any such Litigationaction, suit or other proceeding, to use reasonable best efforts to have such an Order injunction or other order lifted, and to cooperate reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each Other than in relation to any Excluded Contract or any consent or approval referred to in Section 4.3(a), between the date hereof and the Closing, Seller shall use commercially reasonable efforts (on the terms set forth herein) to obtain consents with regard to the Material Contracts or other agreement or contract necessary for the performance by Seller and its Affiliates of their obligations under the Transitional Services Agreement and IP License Agreement listed in Schedule 2.3 of the Seller Disclosure Letter. Without limiting the foregoing, Buyer and Seller agree to cooperate reasonably, upon the reasonable request of the other party promptly following the date hereof, in seeking to this Agreement agrees to reasonably cooperate in obtaining any other obtain consents and approvals specified by the requesting party in respect of contracts licenses, permits or authorizations that are material to the conduct of the Business (or, if applicable, material to the conduct of the business of a Seller or one of its Affiliates) that may be required in connection with the transactions contemplated by this AgreementAgreement (including any transfers of assets and liabilities contemplated to be transferred in the Post-Signing Restructuring Actions and any actions required to effect a separation of any Shared Contract) to avoid any violation, breach, default or give rise to any right of termination cancellation or acceleration thereunder. Notwithstanding anything Other than as required by Section 4.10 of this Agreement or as reasonably required by a counterparty to the contrary in this Agreementa Real Property Lease, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller party to make, or to cause to be made, any payment or grant any economic or other material contractual accommodation to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval. The failure of any such third party consent or approval to be obtained or any circumstances resulting therefrom shall not, except with individually or in the prior written aggregate, constitute a Material Adverse Effect or a breach by a party of any representation, warranty, condition, covenant or agreement contained in this Agreement or any Ancillary Agreement, other than, if breached, Section 2.3, or this Section 4.3(d); and provided, however, that nothing in the foregoing shall limit any rights for a failure of condition under Article 6 or under Article 8 in respect of a breach of such Sections. Subject to the limitations referred to in this Section 4.3(d), if any material consent of Buyers.or approval referred to in this Section 4.3(d) is not obtained by the Closing: (ei) With except in respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letterany Shared Contract, Seller and Buyer shall use all commercially reasonable efforts to obtain prior (A) for up to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing DateDate continue to seek to obtain such consent or approval, (B) to the extent such consent is not obtained, enter into any reasonable and lawful arrangements that may be available in respect of such contract, license, permit or authorization designed to provide the benefits thereof to the other party and its Affiliates (including performance as agent on behalf of the other party), and each of Buyer and Seller shall and shall cause their Affiliates to promptly pay or satisfy the corresponding liabilities and obligations to the extent as would have applied had such consent or approval been received; and (C) enforce, at the request of the other party, and subject to the other party’s prompt reimbursement of the enforcing party’s reasonable out of pocket costs, any rights arising from such contract, license, permit or authorization against the counterparty other party or parties thereto (including any right to each Multi-party Contract elect to terminate any such contract, license, permit or authorization in accordance with the terms thereof upon the advice of the other party); and (ii) if such outstanding material consent or approval applies to a Shared Contract, (A) Seller and Buyer shall continue to use all reasonable efforts for up to six (6) months following the Closing Date to continue to seek to obtain the needed consent or approval to separate the portion of such contract that relates to the goods or services purchased from or supplied Business, on the one hand, and the business of Seller and its post-Closing Affiliates on the other hand, under such Shared Contract, and, (B) to the Business extent such consent or approval is not obtained, the parties shall cooperate and enter into any reasonable and lawful arrangements designed to make available the benefits of such Shared Contract to the Transferred Entities, on the one hand, and Seller and its post-Closing Affiliates, on the other hand, and the parties shall indemnify and hold harmless pursuant to Article 8 for any Losses suffered by the other party arising from any breach or failure to perform by their respective Affiliates under such Multi-party Shared Contract. If consent or approval to separate a Shared Contract is obtained, (a “Multi-party Contract Consent”), it being agreed i) that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services Transferred Entity to be purchased from the Business determined by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; Buyer and (ii) that portion that relates to the business of Seller and its post-Closing Affiliates shall obtain such goods or services supplied to be assumed by and become the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition responsibility of Seller Contracts and all Contracts described in subsection (iv) of or the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h)relevant Affiliate.

Governmental Approvals; Third Party Consents. (a) Subject to Each of the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its terms, each Buyer and Seller parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable. In furtherance of the foregoing, Seller and Buyer agree to (i) make, as promptly as practicable, all filings and applications (including the satisfactiondraft filings and applications) with and to, but not waiverand seek to obtain all licenses, of the conditions precedent set forth in ARTICLE 6). Each Buyer Permits, consents, approvals, authorizations, qualifications and Seller shall use reasonable best efforts to promptly obtain consents of all orders of, applicable Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) obtain consents from other Persons, if any, listed on Section 2.3 of the Seller Disclosure Letter. In furtherance of the foregoing, Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority or such other Person whose consent or approval is sought hereunder or under an Ancillary Agreement. Each party hereto . (b) In furtherance of the provisions set forth in Section 4.3, Seller and Buyer shall ensure that filings (i) (A) file or cause to be filed a Notification and Report Form with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable following the date hereof, but in no event later than 10 Business Days following the execution and all delivery of this Agreement (unless a later period is agreed to in writing by both Buyer and Seller), and to include in such Notification and Report Form a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the HSR Act and (B) file or cause to be filed any other filings notification and report forms with other applicable Governmental Authorities that may be required by pursuant to applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in any event, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply hereby as promptly as practicable following the date hereof, but in no event later than 10 Business Days following the execution and delivery of this Agreement (unless a later period is agreed to in writing by both Buyer and Seller), and to include in such filing, notification and report form a request for early termination or acceleration of any applicable waiting or review periods, to the appropriate Governmental Authorities extent available under the applicable Competition Law, (ii) file or cause to be filed the Communications Authorizations Filings necessary to obtain any additional Communications Authorizations Consents with respect to the transactions contemplated hereby as promptly as practicable following the date hereof, but in no event later than 10 Business Days following the execution and delivery of this Agreement (unless a later period is agreed to in writing by both Buyer and Seller) and (iii) thereafter provide as promptly as reasonably practicable any supplemental information requested in connection with the HSR Act, any other Competition Law and the Communications Authorizations Filings. In connection therewith, Seller and Buyer shall (v) furnish to the other party such necessary information and documentary material reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that may be requested pursuant to is necessary, proper or advisable under the HSR Act or Act, other Competition Laws. Notwithstanding anything , the Communications Act or the rules and regulations of the FCC or the Communications Authorizations Filings, (w) provide each other with advance copies and a reasonable opportunity to comment on, and consider in good faith the views of the other party in connection with, all material filings (excluding the notification and report form under the HSR Act), notifications, analyses, appearances, presentations, memoranda, briefs, arguments, advocacy submissions, white papers and opinions proposed to be made or submitted by or on behalf of any party to, or proposed understandings, commitments or agreements with, Governmental Authorities relating to such applications, notifications and filings; provided that the materials required to be provided pursuant to this Section 4.3 may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and(D) as necessary to address reasonable privilege or confidentiality concerns, and each party may reasonably designate any competitively sensitive material provided to the contrary other as “Outside Counsel Only,” (x) not extend any applicable waiting or review periods or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Closing Date, except with the prior written consent of the other party, which shall not be unreasonably withheld, (y) not have any substantive contact with any Governmental Authority in respect of any filing or proceeding contemplated by this Section 4.34.3(b) unless they have engaged in prior consultation with the other party and, Buyers agree to use their best efforts the extent permitted by such Governmental Authority, given the other party the opportunity to participate and (z) promptly notify each other, and if in writing, furnish the other party with copies (or, in the case of oral communications, advise the other) of any material communications, filings or correspondence from or to the FTC, the DOJ, the FCC and any other applicable Governmental Authority, whether foreign or domestic. (c) Buyer further agrees to take promptly and/or to permit all actions that are necessary any action to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than as soon as reasonably possible following the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities date of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (i) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, (ii) the proffer and agreement by Buyer of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Buyer or any of its Subsidiaries (including the Target Companies) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) and (iii) the proffer and agreement by Buyer of its willingness to take such other actions (including to agreeing to so-called behavioral remedies), and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), in each case if such action should be reasonably necessary, proper or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (1) commencement of any proceeding in any forum or (2) issuance of any order, judgmentdecree, injunctiondecision, temporary restraining order determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority. Nothing in this Section 4.3 shall obligate Buyer or any of its Affiliates to (x) agree to any divestitures or other remedies not conditioned on the consummation of the Closing or (y) take any action (or refrain from such action) or agree to any term, condition, or limitation (including with respect to the operation of the Business or the business of Buyer Group) that would or would reasonably be expected to, individually or in the aggregate, materially and adversely affect the value of the Target Companies and Buyer Group, taken as a whole. Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected (1) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (2) materially increase the risk of any Governmental Authority seeking or entering an order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing prohibiting the consummation of the transactions contemplated hereby or that would make by this Agreement; (3) materially increase the consummation risk of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree not being able to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in remove any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to order on appeal or otherwise; or (4) materially delay or prevent the consummation of the transactions contemplated herebyby this Agreement. (d) Each party to Notwithstanding anything in this Agreement agrees to reasonably cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreementcontrary, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller Seller’s Affiliates to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract. With respect to any Material Contract for which any consent is required in connection with the transactions contemplated hereby and such consent has not been obtained prior to the Closing, (i) Seller, on the one hand, and Buyer, on the other hand, shall each use reasonable best efforts to obtain any such consent after the Closing until either such consent has been obtained or Seller determines, in good faith, that such consent cannot reasonably be obtained (provided that Seller may not make such a determination until 12 months following the Closing Date) and (ii) Seller shall use reasonable best efforts to provide Buyer with the same benefits arising under such Material Contract, including performance by Seller (through Buyer as agent if legally and commercially feasible); provided that Buyer shall provide Seller with such access to the premises, books and records and personnel of Buyer as is reasonably necessary to enable Seller to perform its obligations under such Material Contract, and Buyer shall pay or satisfy the corresponding liabilities and other obligations for the enjoyment of such benefits. Anything to the contrary in this Agreement notwithstanding, Buyer agrees that, except as set forth in this Section 4.3(d), neither Seller nor any of its Affiliates shall have any liability whatsoever to Buyer arising out of or relating to the Transferred Entities shall offer or grant failure to obtain any accommodation or amendment or modification in connection with obtaining such consent and no representation, warranty or approvalcovenant herein shall be breached or deemed breached, except no condition shall be deemed not satisfied and no termination right shall be deemed triggered as a result of such failure. (e) Buyer shall use its reasonable best efforts, during the pendency of the Chapter 11 Cases until the Closing Date to (i) keep Seller promptly apprised of all material developments and filings made with respect to the Bankruptcy Court Order and the DIP Order in the Chapter 11 Cases that are reasonably related to the transactions contemplated by this Agreement and the Ancillary Agreements, including by providing Seller and its Representatives advance notice of and a reasonable opportunity to comment on (which comments shall be considered in good faith) any material filings made by Buyer in the Chapter 11 Cases that relate to the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) comply in all material respects with the Bankruptcy Court Order, the DIP Order, and any other Orders of the Bankruptcy Court to the extent applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) respond to and seek to resolve as promptly as practicable any objections asserted by any Person with respect to the Bankruptcy Court Order or the DIP Order that are reasonably related to the transactions contemplated by this Agreement and the Ancillary Agreements. Without the prior written consent of Buyers. Seller, Buyer shall not seek (eor assist any other Person in seeking) With respect to Multi-party Contracts all of which are listed in Section 4.3 alter or enjoin the terms of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior Bankruptcy Court Order or the DIP Order that are reasonably related to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following transactions contemplated by this Agreement and the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party ContractAncillary Agreements. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein providedset forth in this Agreement, and except where a different standard of effort is provided for in this Agreement, each of the parties hereto shall use (and cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including (i) preparing and filing, as promptly as practicable, all applications, notices, petitions, filings and other requests necessary to obtain all required waivers, consents and approvals, including the Jefferies Approvals and the Leucadia Approvals, from Governmental Entities, (ii) to the date hereof until extent not prohibited by applicable Law, providing information to the Closing other regarding itself, its Affiliates and its and their respective businesses as may be reasonably requested by the other party in connection with obtaining such waivers, consents and approvals, (iii) responding as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, (iv) determining which filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the termination execution and delivery of this Agreement and the consummation of the Transactions, (v) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Jefferies or Leucadia, as the case may be, or any of their respective Subsidiaries, from any third party or any Governmental Entity with respect to such transactions and (vi) executing and delivering any additional instruments necessary to consummate the Transactions. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, Jefferies and Leucadia shall (i) promptly, but in accordance with its termsno event later than ten days after the date of this Agreement, each Buyer make their respective filings and Seller shall thereafter make any other required submissions under the HSR Act and any other Antitrust Law and (ii) use reasonable best efforts to take, or cause to be taken, all action other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective the Transactions, including taking all such further action as promptly reasonably may be necessary to resolve such objections, if any, as practicable the transactions contemplated by this Agreement (including United States Federal Trade Commission, the satisfaction, but not waiver, Antitrust Division of the conditions precedent set forth in ARTICLE 6). Each Buyer and Seller shall use reasonable best efforts to promptly obtain consents United States Department of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all Justice, state antitrust enforcement authorities or competition authorities of any other filings required by applicable Competition Laws nation or other jurisdiction or any other Person may assert under Antitrust Law with respect to the transactions contemplated by this Agreement are submitted promptly (Transactions, and in any event, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws Antitrust Law that may be asserted by any relevant Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement Transactions so as to enable the Closing to occur expeditiously, but as soon as reasonably possible (and in any event no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate ). Jefferies and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers Leucadia shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on permit counsel for the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers party reasonable opportunity to review in advance advance, and consider in good faith the views of the other party in connection with, the non-confidential provisions of any proposed written communication to any such Governmental Authority Entity with respect thereto. Each of Jefferies and incorporate all of Buyers’ reasonable comments. Neither party shall Leucadia agrees not to (x) participate in any substantive meeting or discussion discussion, either in person or by telephone, with any such Governmental Authority Entity in respect of any filing, investigation or inquiry concerning this Agreement or connection with the proposed transactions contemplated hereby unless, to the extent reasonably practicable, unless it consults with the other party hereto in advance and, to the extent permitted not prohibited by such Governmental AuthorityEntity, gives the other party the opportunity to attend and furnish participate, (y) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (z) enter into any agreement with copies any Governmental Entity not to consummate the Transactions without the prior written consent of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other handparty (such consent not to be unreasonably withheld, with respect to this Agreement and the transactions contemplated herebyconditioned or delayed). (c) Buyers In furtherance and not in limitation of the agreements of the parties contained in this Section 5.5, if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the Transaction as violative of any Antitrust Law, each of Jefferies and Leucadia shall cooperate in all respects with each other and shall use their best efforts to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use respective reasonable best efforts to contest and resist any such Action and to have such an Order vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and to reasonably cooperate regarding any other impediment to the that prohibits, prevents or restricts consummation of the transactions contemplated herebyTransactions. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.5 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(a) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.5. (d) Each party Notwithstanding anything to the contrary contained in this Agreement agrees Agreement, none of Leucadia, Xxxxxxxxx, or any of their respective Subsidiaries shall be obligated to agree, and none of Xxxxxxxxx, Leucadia or any of their respective Subsidiaries shall agree without the other party’s prior written consent, to take any action or accept any condition, restriction, obligation or requirement with respect to Leucadia, Xxxxxxxxx, their respective Subsidiaries or Affiliates or their and their respective Subsidiaries’ or Affiliates’ assets if such action, condition, restriction, obligation or requirements (i) would reasonably cooperate be expected to require Leucadia, Xxxxxxxxx or their respective Subsidiaries or Affiliates to sell, license, transfer, assign, lease, dispose of or hold separate any material business or assets or (ii) would reasonably be expected to result in obtaining any other consents material limitations on Leucadia or Jefferies or their respective Subsidiaries or Affiliates to own, retain, conduct or operate all or a material portion of their respective businesses or assets. (e) Except where a different standard of effort is provided for in this Agreement, each of the parties shall use (and shall cause its Affiliates to use) its commercially reasonable efforts to obtain all consents, approvals and waivers from, and send all notices to, third parties that may be are required in connection with the transactions contemplated by this Agreement. Notwithstanding anything Transactions, and each of the parties agree to cooperate with each other in connection with the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller foregoing; provided that none of the parties or any Affiliate of Seller their respective Affiliates shall be obligated to makeincur any charge, expense or to cause to be madefee, defend or participate in any payment litigation or offer or grant any accommodation (financial or otherwise) to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Dateconsent, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer approval or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h)waiver.

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsset forth herein, each of Parent, Buyer and Seller shall, and shall cause their Affiliates to, use all their respective commercially reasonable best efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective commercially reasonable efforts to (i) as promptly as practicable, take, or cause to be taken, all action appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable practicable, (ii) obtain from any Governmental Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, Parent or any of their respective Affiliates or Gaming Representatives or any of their respective Affiliates' Gaming Representatives, as applicable, in the case of clauses (i) or (ii), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (iii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the transactions contemplated by this Agreement (including collectively, the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6"Governmental Approvals"). Each Buyer The Parties and Seller their respective Representatives and Affiliates shall use (x) in reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (consultation, and in any event, within no event later than ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement (with respect to all Governmental Approvals, file all required initial applications and shall resubmit any such filings as soon as is reasonably practicable documents in connection with obtaining the event such filings are rejected for any reason whatsoever by Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the relevant Governmental Authority. Each party shall supply Approvals, including using all commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act as promptly as practicable to following the appropriate Governmental Authorities any additional information execution and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities delivery of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation and (z) cooperate with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or each other in connection with the HSR Act making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter of its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. BuyersRepresentatives, on the one hand, and Sellerany Governmental Entity, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other handother, with respect to this Agreement and the transactions contemplated hereby. by this Agreement, other than finding of suitability applications, to the other Party and its advisors (cprovided, however, that copies shall be provided only to the other Party's outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) Buyers shall use their best efforts prior to avoid filing such documents and, if requested, accepting the entry ofreasonable additions, deletions or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages changes suggested in connection therewith. The parties hereto agree to reasonably cooperate Each of Parent, Buyer, Seller and the Company and any applicable Affiliate shall use best all their respective commercially reasonable efforts to defend against such Litigation schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and, if an Order is issued in Buyer's sole judgment and Buyer's belief that Seller's participation in any such Litigationmeeting will be a material element of such meeting, an opportunity to participate in all meetings and other proceedings between Buyer or Parent and Governmental Entities regarding the Governmental Approvals. From the date of this Agreement and until the Closing, Buyer shall, and Parent shall cause Buyer to, provide Seller with a written update of the status of obtaining the Government Approvals no less frequently than bi-weekly. Buyer and Seller shall have the right to review in advance and, in each case, to use reasonable best efforts the extent practicable and permitted by applicable Laws relating to have such an Order liftedthe exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding, all information relating to Buyer or Seller, as the case may be, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party to this Agreement agrees to reasonably cooperate in obtaining or any other consents and approvals that may be required Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement; provided, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to makehowever, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller Buyer shall not be required to provide any consideration finding of suitability applications for Seller's review; and; provided, further, that copies shall be provided to any counterparty to such only the other Party's outside counsel or on a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates redacted basis if and to the Business as described extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and; provided, further, that either Party may use without prior consultation materials appearing in either Party's, or their respective Affiliates', filings with the preceding sentence shall be assumed by United States Securities and become the responsibility of the applicable BuyerExchange Commission. Notwithstanding Without limiting the foregoing, however, the Parties will notify each other promptly of the receipt of comments or requests for information from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) and will supply the other parties with copies of all correspondence between the notifying Party or any of its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided, however, that copies shall be provided to only the other Party's outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege. (b) Notwithstanding anything herein to the contrary, (i) neither Parent nor Buyer shall be obligated to contest any Multi-party Contract for final action or decision taken by any Governmental Entity challenging the consummation of the transactions contemplated by this Agreement, and (ii) in no event shall ROC, RHC, Buyer or any of their respective Affiliates be required to (A) sell or otherwise dispose of, hold separate or agree to sell or dispose of, any assets, categories of assets or businesses of ROC, RHC, Buyer or any of their respective Affiliates, (B) terminate existing relationships, contractual rights or obligations, (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements, or (D) agree to any material limitation or alteration in the manner in which Seller is unable ROC, RHC, Buyer or their respective Affiliates (including with respect to obtain a Multi-party Contract Consentthe Business) conduct their businesses in the future, in each case for the remainder to avoid, prevent or terminate any action by any Governmental Entity which would restrain, enjoin or otherwise prevent consummation of the term under such Multi-party Contract:transactions contemplated by this Agreement. (c) From the date of this Agreement until the Closing (or earlier termination of this Agreement), each Party shall, and shall cause their respective Affiliates to, promptly notify the other Parties in writing of any pending or, to Seller's Knowledge or Buyer's Knowledge, as appropriate, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other Person (i) Seller shallchallenging or seeking Damages in connection with the transactions contemplated by this Agreement, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods seeking to restrain or services supplied to prohibit the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to consummation of the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to On the terms and subject to the conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsAgreement, each Buyer and Seller Party shall use its reasonable best efforts to takecause the Closing to occur, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its controlled Affiliates with respect to the Closing. Without limiting the foregoing, each Party shall take all actions necessary to cause the Required Governmental Approvals to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make become effective as promptly as practicable possible following the transactions contemplated Execution Date, including taking all actions to resolve, as promptly as commercially practicable, all inquiries of any Governmental or Regulatory Authority with respect to such Required Governmental Approvals within the time period prescribed by this Agreement (including the satisfactionApplicable Law. Each Party shall not, but and shall not waiverpermit any of their respective controlled Affiliates to, take any actions within their respective control that would, or that could reasonably be expected to, result in any of the conditions precedent set forth in ARTICLE 6Article VII not being satisfied. Without limiting this Section 8.01(a) or the provisions set forth in Section 8.01(b). Each Buyer and Seller , each Party shall use its reasonable best efforts to promptly obtain consents cause the Closing to occur on or prior to the Termination Date. (b) Prior to the Closing, each Party shall, and shall cause its respective controlled Affiliates to, use its reasonable best efforts to obtain, and to cooperate in obtaining, all Consents from third parties necessary or appropriate to permit the consummation of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto ; provided that neither Sellers nor any Affiliate of Sellers shall ensure that filings pursuant be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required, which, to the HSR Act extent not paid prior to the Execution Date, shall be payable by Purchasers. Purchasers acknowledge that certain Consents and all other filings required by applicable Competition Laws waivers with respect to the transactions contemplated by this Agreement are submitted promptly (and in any event, within ten (10) Business Days for a filing pursuant may be required from parties to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable Contracts listed in the event Sellers Disclosure Schedule and that such filings are rejected for any reason whatsoever by the relevant Governmental AuthorityConsents and waivers have not been obtained. Each party shall supply Other than as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary expressly set forth in this Section 4.38.01(b), Buyers agree Sellers shall not have any Liability whatsoever to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid Purchasers arising out of or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect relating to the transactions contemplated by this Agreement so as failure to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing obtain any Consents or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each party to this Agreement agrees to reasonably cooperate in obtaining any other consents and approvals waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof. Purchasers acknowledge that no representation, warranty or covenant of Sellers contained herein shall be breached or deemed inaccurate or breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent or waiver, (ii) any such termination or (iii) any lawsuit, action, Actions or Proceedings or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such termination. (c) Subject to applicable confidentiality restrictions or restrictions required by Applicable Laws, Purchasers and Sellers will notify the other promptly upon the receipt by such Party or its Affiliates of (i) any material comments or questions from any officials of any Governmental or Regulatory Authority in connection with any filings made pursuant to this Section 8.01 or the transactions contemplated by this Agreement and (ii) any request by any officials of any Governmental or Regulatory Authority for amendments or supplements to any filings made pursuant to any Applicable Laws of any Governmental or Regulatory Authority or answers to any material questions, or the production of any documents, relating to an investigation of the transactions contemplated by this Agreement by any Governmental or Regulatory Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 8.01, each Party shall promptly inform the other Party of such occurrence and cooperate in filing promptly with the applicable Governmental or Regulatory Authority such amendment or supplement. Without limiting the generality of the foregoing, each Party shall provide to the other Party (or its advisors), upon reasonable request and subject to appropriate confidentiality protections, copies of all material correspondence between such Party and any Governmental or Regulatory Authority relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 8.01 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable and subject to appropriate confidentiality protections, all material discussions, telephone calls, and meetings with a Governmental or Regulatory Authority regarding the transactions contemplated by this Agreement shall include Representatives of both Purchasers and Sellers. Subject to Applicable Laws and to the extent reasonably practicable, the Parties shall consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental or Regulatory Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party. (d) Each Purchaser and each Seller acknowledges and agrees that, if following the Execution Date, any Governmental or Regulatory Authority asserts that authorizations or approvals (an “Asserting Governmental or Regulatory Authority”) other than the Required Governmental Approvals or the Required Governmental Notices are required to consummate the transactions contemplated by this Agreement (a “Specified Approval”), (i) the Closing shall be postponed (irrespective of the satisfaction or waiver as of such time of any conditions to Closing contemplated by Article IX or Article X) pending the receipt of such Specified Approval, (ii) such Specified Approval shall without any further action by any Person be considered a Required Governmental Approval hereunder upon the assertion by the applicable Asserting Governmental or Regulatory Authority of a Specified Approval and (iii) Sellers shall consent (subject to reasonable parameters mutually agreed to by the Parties) to Purchasers having discussions with the applicable Asserting Governmental or Regulatory Authority in respect of the applicable Specified Approval. Notwithstanding anything to the contrary contrary, in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract event a Specified Approval arises and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order Parties have been unable to obtain such Multi-party Contract ConsentSpecified Approval as of the Termination Date, then either Party may elect to terminate this Agreement subject to and in accordance with Section 12.01(g). The contract constituting the separated portion For purposes of any Multi-party Contract that relates to the Business as described in the preceding sentence this Section 8.01(d), a Specified Approval shall be assumed by deemed to be obtained, and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, conditions to Closing with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or Section 9.05 and Section 10.05 shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services be deemed to be purchased from satisfied in respect of such Specified Approval (to the Business by the third party under extent such Multi-party Contract Specified Approval has become a Required Governmental Approval pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f8.01(d)); however, nothing herein shall obligate Seller to obtain consent in respect upon either (1) the Asserting Governmental or Regulatory Authority approving the consummation of the assignment transactions contemplated hereby in a manner satisfactory to Sellers and Purchasers or (2) the Asserting Governmental or Regulatory Authority withdrawing such assertion of any Seller Contract that is not a Listed Seller Contract. At any time prior to ClosingSpecified Approval, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h)whether by challenge or otherwise.

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsset forth herein, each Buyer of Buyer, Seller and Seller the Company shall, and shall cause their Affiliates to, use reasonable all their respective best efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective best efforts to (i) as promptly as practicable, take, or cause to be taken, all action appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable practicable, (ii) obtain from any Governmental Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, or any of their respective Affiliates or Gaming Representatives or any of their respective Affiliates’ Gaming Representatives, as applicable, in the case of clauses (i) or (ii), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (iii) no later than thirty (30) days from the date of this Agreement, make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the transactions contemplated by this Agreement (including collectively, the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6“Governmental Approvals”). Each Buyer The Parties and Seller their respective Representatives and Affiliates shall use (x) in reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (consultation, and in any event, within no event later than ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement with respect to all Governmental Approvals, file all required initial applications and shall resubmit any such filings as soon as is reasonably practicable documents in connection with obtaining the event such filings are rejected for any reason whatsoever by Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the relevant Governmental Authority. Each party shall supply Approvals, including using all commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act as promptly as practicable to following the appropriate Governmental Authorities any additional information execution and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities delivery of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation and (z) cooperate with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or each other in connection with the HSR Act making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter of its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. BuyersRepresentatives, on the one hand, and Sellerany Governmental Entity, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other handother, with respect to this Agreement and the transactions contemplated hereby. by this Agreement, other than finding of suitability applications, to the other Party and its advisors (cprovided, however, that copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) Buyers shall use their best efforts prior to avoid filing such documents and, if requested, accepting the entry ofreasonable additions, deletions or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages changes suggested in connection therewith. The parties hereto agree to reasonably cooperate Each of Buyer, Seller and the Company and any applicable Affiliate shall use best all their respective commercially reasonable efforts to defend against such Litigation schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and, if an Order is issued in Buyer’s sole judgment and Buyer’s belief that Seller’s participation in any such Litigationmeeting will be a material element of such meeting, an opportunity to participate in all meetings and other proceedings between Buyer and Governmental Entities regarding the Governmental Approvals. From the date of this Agreement and until the Closing, Buyer shall provide Seller with a written update of the status of obtaining the Government Approvals no less frequently than bi-weekly. Buyer and Seller shall have the right to review in advance and, in each case, to use reasonable best efforts the extent practicable and permitted by applicable Laws relating to have such an Order liftedthe exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding, all information relating to Buyer or Seller, as the case may be, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party to this Agreement agrees to reasonably cooperate in obtaining or any other consents and approvals that may be required Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement; provided, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to makehowever, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller Buyer shall not be required to provide any consideration finding of suitability applications for Seller’s review; and; provided, further, that copies shall be provided to any counterparty to such only the other Party’s outside counsel or on a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates redacted basis if and to the Business as described extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and; provided, further, that either Party may use without prior consultation materials appearing in either Party’s, or their respective Affiliates’, filings with the preceding sentence shall be assumed by United States Securities and become the responsibility of the applicable BuyerExchange Commission. Notwithstanding Without limiting the foregoing, however, the Parties will notify each other promptly of the receipt of comments or requests for information from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) and will supply the other parties with copies of all correspondence between the notifying Party or any of its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided, however, that copies shall be provided to only the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege. (b) Notwithstanding anything herein to the contrary, (i) Buyer shall not be obligated to contest any Multi-party Contract for final action or decision taken by any Governmental Entity challenging the consummation of the transactions contemplated by this Agreement, and (ii) in no event shall Seller, Buyer or any of their respective Affiliates be required to (A) sell or otherwise dispose of, hold separate or agree to sell or dispose of, any assets, categories of assets or businesses of Seller, Buyer or any of their respective Affiliates, (B) terminate existing relationships, contractual rights or obligations, (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements, or (D) agree to any material limitation or alteration in the manner in which Seller is unable Seller, Buyer or their respective Affiliates (including with respect to obtain a Multi-party Contract Consentthe Business) conduct their businesses in the future, in each case for the remainder to avoid, prevent or terminate any action by any Governmental Entity which would restrain, enjoin or otherwise prevent consummation of the term under such Multi-party Contract:transactions contemplated by this Agreement. (c) From the date of this Agreement until the Closing (or earlier termination of this Agreement), each Party shall, and shall cause their respective Affiliates to, promptly notify the other Parties in writing of any pending or, to Seller’s Knowledge or Buyer’s Knowledge, as appropriate, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other Person (i) Seller shallchallenging or seeking Damages in connection with the transactions contemplated by this Agreement, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods seeking to restrain or services supplied to prohibit the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to consummation of the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsset forth herein, each of Parent, Buyer and Seller shall, and shall cause their Affiliates to, use their respective reasonable best efforts, and shall cause their respective Affiliates to cooperate with the other parties hereto to use their respective reasonable best efforts to (i) as promptly as practicable, take, or cause to be taken, all action appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable necessary under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement as promptly as practicable, (including ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the satisfactionCompany, but not waiverBuyer, Parent or any of their respective Affiliates or any of their respective Representatives, as applicable, in the conditions precedent set forth case of clauses (i) or (ii), in ARTICLE 6). Each Buyer connection with the authorization, execution and Seller shall use reasonable best efforts to promptly obtain consents delivery of all Governmental Authorities necessary to consummate this Agreement and the consummation of the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act hereby, and (iii) make all necessary filings, as applicable, and thereafter make any other filings required by applicable Competition Laws submissions with respect to this Agreement, as required in order to obtain all approvals of Governmental Entities required under (A) the transactions contemplated by this Agreement are submitted promptly Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws (collectively, the “Governmental Approvals”). The parties hereto and their respective Representatives and Affiliates shall (x) in reasonable consultation, and in any event, within no event later than ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person (with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (all Governmental Approvals other than terminations that would result in a breach liquor licenses, which shall be filed within 30 days after the date of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement), Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, file all required initial applications and documents in connection with all matters relating obtaining the Governmental Approvals (including under applicable Gaming Laws), (y) act diligently to obtaining clearances, approvals pursue the Governmental Approvals and the expiration of waiting periods under or (z) cooperate with each other in connection with the HSR Act making of all filings referenced in the preceding sentence, including providing copies of material documents other than finding of suitability applications to the other party and its advisors (provided; however; that copies shall be provided only to the other party’s outside counsel or any other applicable Competition Lawon a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege) prior to filing such documents and if requested accepting the reasonable additions, and Buyers shall take the lead in all meetings deletions or discussions with any Governmental Authority changes suggested in connection therewith. Each of Parent, Buyer and Seller and any applicable Affiliate shall use their reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and an opportunity to participate in the initial meeting between Buyer and the Mississippi Gaming Commission following the date hereof. Seller and its counsel shall have reasonable notice of and, in Buyer’s reasonable judgment, an opportunity to participate in all other meetings and other proceedings between Buyer or Parent and Governmental Entities regarding the Governmental Approvals. Buyer and Seller shall not discusshave the right to review in advance and, negotiate or commit in each case, to any divestiture transactionthe extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on each party will consult the other hand, will promptly notify party hereto regarding all the other of any oral information relating to Buyer or written communication received by either Buyers and/or Seller, as the case may be, from and any of their respective Affiliates or Representatives that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Buyers shall use their best efforts to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each party to this Agreement agrees to reasonably cooperate in obtaining any other consents and approvals that may be required Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract ; provided that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller Buyer shall not be required to provide any consideration finding of suitability applications for Seller’s review; and provided; further that copies shall be provided to any counterparty to such only the other party’s outside counsel or on a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates redacted basis if and to the Business as described in extent reasonably necessary to preserve the preceding sentence shall be assumed by and become the responsibility confidentiality of the applicable Buyersensitive business information or legal privilege. Notwithstanding Without limiting the foregoing, however, the parties will notify each other promptly of the receipt of comments or requests from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) and will supply the other parties with copies of all correspondence between the notifying party or any of its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided; however; that copies shall be provided to only the other party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege. (b) Notwithstanding anything herein to the contrary, (i) neither Parent nor Buyer shall be obligated to contest any Multi-party Contract for final action or decision taken by any Governmental Entity challenging the consummation of the transactions contemplated by this Agreement, and (ii) in no event shall Buyer or any of its Affiliates be required to (A) sell or otherwise dispose of, hold separate or agree to sell or dispose of, any assets, categories of assets or businesses of Seller or of Buyer or any Affiliate of Buyer, (B) terminate existing relationships, contractual rights or obligations, (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements or (D) agree to any material limitation or alteration in the manner in which Seller is unable Buyer or its Affiliates (including with respect to obtain a Multi-party Contract Consentthe Business) conduct their businesses in the future, in each case for the remainder to avoid, prevent or terminate any action by any Governmental Entity which would restrain, enjoin or otherwise prevent consummation of the term under such Multi-transactions contemplated by this Agreement. (c) From the date of this Agreement until the Closing (or earlier termination of this Agreement), each party Contract: hereto shall, and shall cause their respective Affiliates to, promptly notify the other parties hereto in writing of any pending or, to the knowledge of Buyer or Seller, as appropriate, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other Person (i) Seller shall, challenging or shall cause any applicable Affiliate to, purchase from seeking damages in connection with the applicable Buyer such goods transactions contemplated by this Agreement or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods seeking to restrain or services supplied to prohibit the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to consummation of the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to the terms and conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsset forth herein, each of Buyer and Seller shall, and shall cause their Affiliates to, use all their respective reasonable best efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective reasonable best efforts to take(i) obtain from any Governmental Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or cause orders required to be takenobtained by Seller, the Company, Buyer or any of their respective Affiliates or Gaming Representatives or any of their respective Affiliates’ Gaming Representatives, as applicable, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (ii) make all action necessary filings, as applicable, and thereafter make any other required submissions with respect to dothis Agreement and the transactions contemplated by this Agreement, or cause as required in order to be doneobtain all approvals, all things reasonably necessaryincluding Gaming Approvals, proper or advisable of Governmental Entities required under the Gaming Laws and any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including collectively, the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE 6“Governmental Approvals”). Each Buyer The Parties and Seller their respective Representatives and Affiliates shall use (x) in reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (consultation, and in any event, within ten (10) no event later than 30 Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement Agreement, file all required initial applications and shall resubmit any such filings as soon as is reasonably practicable documents in connection with obtaining the event such filings are rejected for any reason whatsoever by Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the relevant Governmental Authority. Each party shall supply Approvals, as promptly as practicable to following the appropriate Governmental Authorities any additional information execution and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities delivery of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation and (z) cooperate with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or each other in connection with the HSR Act making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter of its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. BuyersRepresentatives, on the one hand, and Sellerany Governmental Entity, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other handother, with respect to this Agreement and the transactions contemplated hereby. by this Agreement, other than finding of suitability applications, to the other Party and its advisors (cprovided, however, that copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) Buyers shall use their best efforts prior to avoid filing such documents and, if requested, accepting the entry ofreasonable additions, deletions or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against any Litigation brought or threatened by any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages changes suggested in connection therewith. The parties hereto agree to reasonably cooperate Each of Buyer, Seller and the Company and any applicable Affiliate shall use best all their respective commercially reasonable efforts to defend against such Litigation schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Buyer shall provide Seller and its counsel reasonable notice of meetings and other proceedings between Buyer and Governmental Entities regarding the Governmental Approvals. Seller shall be allowed to attend any hearings as long as permitted by the Governmental Entities. From the date of this Agreement and until the Closing, Buyer shall provide Seller with a written update of the status of obtaining the Government Approvals upon request of Seller and in any event, no less frequently than once every 30-day period. Buyer and Seller shall have the right to review in advance and, if an Order is issued in each case, to the extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding all information relating to Buyer or Seller, as the case may be, and any of their respective Affiliates or Representatives, that appears in any such Litigationfiling made with, to use reasonable best efforts to have such an Order liftedor written materials submitted to, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each third party to this Agreement agrees to reasonably cooperate in obtaining or any other consents and approvals that may be required Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement; provided, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to makehowever, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”), it being agreed that Seller Buyer shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion finding of any Multi-party Contract suitability applications for Seller’s review; and provided, further, that relates copies shall be provided only to the Business as described other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and provided, further, that either Party may use without prior consultation materials appearing in either Party’s, or their respective Affiliates’, filings with the preceding sentence shall be assumed by United States Securities and become the responsibility of the applicable BuyerExchange Commission, if applicable. Notwithstanding Without limiting the foregoing, however, the Parties will notify each other promptly of the receipt of comments or requests for information from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) and will supply the other parties with copies of all correspondence between the notifying Party or any of its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided, however, that copies shall be provided to only the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege. (b) From the date of this Agreement until the Closing (or earlier termination of this Agreement), each Party shall, and shall cause their respective Affiliates to, promptly notify the other Parties in writing of any Multi-party Contract for which Seller is unable pending or, to obtain a Multi-party Contract ConsentSeller’s Knowledge or Buyer’s Knowledge, in each case for the remainder of the term under such Multi-party Contract: as appropriate, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other Person (i) Seller shallchallenging or seeking Damages in connection with the transactions contemplated by this Agreement, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods seeking to restrain or services supplied to prohibit the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to consummation of the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).

Governmental Approvals; Third Party Consents. (a) Subject to On the terms and subject to the conditions herein provided, from the date hereof until the Closing or the termination of this Agreement in accordance with its termsAgreement, each Seller and Buyer and Seller shall use reasonable best efforts to take, or cause the conditions to Closing to be takensatisfied, all action to cause the Closing to occur and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable effectuate the transactions contemplated by this Agreement and the other Transaction Documents, including taking all reasonable actions necessary: (including i) to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the satisfactionClosing; and (ii) to obtain all authorizations, but not waiverconsents, of the conditions precedent set forth in ARTICLE 6). Each Buyer orders, permits and Seller shall use reasonable best efforts to promptly obtain consents of approvals from and make all filings with all Governmental Authorities that are or become necessary for the execution, delivery and performance of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby. Each party hereto shall promptly provide the other parties with copies of any substantive communication, including any written objection, litigation or administrative proceeding that challenges the transactions contemplated hereby that is received by such party from any Governmental Authority or any other Person regarding the transactions contemplated hereby provided, that any such notices furnished by the parties to one another may be redacted to the extent necessary to consummate comply with applicable Law or to protect information protected by the attorney-client privilege or other privilege or the attorney work product doctrine; and, provided, further, that competitively sensitive information may be provided on an “outside attorneys only” basis. Further, Seller and Buyer shall consult with the other in advance of, and not participate in, any meeting or discussion relating to the transactions contemplated by this Agreement. Each party hereto shall ensure that filings pursuant to the HSR Act and all other filings required , either in person or by applicable Competition Laws with respect to the transactions contemplated by this Agreement are submitted promptly (and in any eventtelephone, within ten (10) Business Days for a filing pursuant to the HSR Act and within twenty (20) Business Days for all other filings, if any, required by applicable Competition Laws) after the date of this Agreement and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Competition Laws. Notwithstanding anything to the contrary in this Section 4.3, Buyers agree to use their best efforts to take promptly and/or to permit all actions that are necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any relevant Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the End Date, including, but not limited to: (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets, businesses or facilities of any of the Transferred Entities or any entity, asset, business or facility of any Buyer or its Affiliates; (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party); and (iii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (b) Notwithstanding anything to the contrary in this Agreement, Buyers shall take the lead in directing strategy, subject to reasonable consultation with Seller, in connection with all matters relating to obtaining clearances, approvals and the expiration of waiting periods under or in connection with the HSR Act or any other applicable Competition Law, and Buyers shall take the lead in all meetings or discussions with any Governmental Authority in connection therewith. Seller shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits any Buyer’s freedom of action with respect to its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. Buyers, on the one hand, and Seller, on the other hand, will promptly notify the other of any oral or written communication received by either Buyers and/or Seller, as the case may be, from any Governmental Authority regarding any of the proposed transactions contemplated hereby, and Seller shall allow Buyers to review in advance any proposed written communication to any such Governmental Authority and incorporate all of Buyers’ reasonable comments. Neither party shall 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 hereby unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent permitted not prohibited by such Governmental Authority, it gives the other party the opportunity to attend and furnish observe. (b) Subject to applicable Law and except as required by any Governmental Authority, neither Seller nor Buyer shall: (i) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party with copies (such consent not to be unreasonably withheld, conditioned or delayed); or (ii) take any action that would be reasonably likely to prevent or materially delay the receipt of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated herebyrequired third party consents under Section 7.2(d). (c) Buyers Buyer agrees that Seller shall use their best efforts not have any liability whatsoever to avoid Buyer arising out of or relating to the entry of, failure to obtain any regulatory approvals or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order third party consents or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation because of the transactions contemplated hereby termination of any Contract or that would make the consummation of the acquisition of the Transferred Entities in accordance with the terms of this Agreement unlawful. Buyers shall take the lead in defending against Permit as a result thereof or any Litigation brought Legal Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such approvals or consents or any such termination. (d) Notwithstanding anything to the contrary herein, in connection with the exercise of any reasonable best efforts or other standard of conduct pursuant to this Agreement, Seller (and any of their respective Affiliates) shall not be required, in respect of any provision of this Agreement, to pay any fees, expenses or other amounts to any Governmental Authority or any other Person which challenges or questions the legality or validity of the transactions contemplated hereby or seeks damages in connection therewith. The parties hereto agree to reasonably cooperate and use best efforts to defend against such Litigation and, if an Order is issued in any such Litigation, to use reasonable best efforts to have such an Order lifted, and to reasonably cooperate regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Each party to this Agreement agrees to reasonably cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Material Contract and neither Seller nor any of the Transferred Entities shall offer or grant any accommodation or amendment or modification in connection with obtaining such consent or approval, except with the prior written consent of Buyers. (e) With respect to Multi-party Contracts all of which are listed in Section 4.3 of the Seller Disclosure Letter, Seller shall use all commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use all commercially reasonable efforts to obtain within six (6) months following the Closing Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (a “Multi-party Contract Consent”)excluding, it being agreed that Seller shall not be required to provide any consideration to any counterparty to such a Multi-party Contract in order to obtain such Multi-party Contract Consent. The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the applicable Buyer. Notwithstanding the foregoing, however, with respect to any Multi-party Contract for which Seller is unable to obtain a Multi-party Contract Consent, in each case for the remainder of the term under such Multi-party Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Multi-party Contract pursuant to the same terms provided for in such Multi-party Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Multi-party Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Multi-party Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Multi-party Contract. (f) Prior to the Closing, Seller will assign all Seller Contracts to the applicable Transferred Entity, and cause such Transferred Entity to assume the obligations thereunder, on or prior to the Closing Date, provided, with respect to those Seller Contracts listed in Section 4.3 of the Seller Disclosure Letter (the “Listed Seller Contracts”), if such Listed Seller Contract may only be assigned with the consent of the counterparty thereto, then Seller will only be required to so assign such Listed Seller Contract if, after the use of commercially reasonable efforts prior to the Closing Date, Seller has obtained such consent to assignment (it being understood that the Listed Seller Contracts includes all Contracts described in subsections (i), (ii) and (iii) of the definition of Seller Contracts and all Contracts described in subsection (iv) of the definition of Seller Contracts that are material to the Business of the Transferred Entities). If any such consent to assignment is not obtained prior to the Closing Date, then Seller will use commercially reasonable efforts to obtain such consent within six (6) months following the Closing Date and, if so obtained, Seller shall thereupon assign such Listed Seller Contract to the applicable Buyer or an Affiliate of such Buyer so designated by such Buyer, and such Buyer or such Affiliate of Buyer will assume the obligations thereunder. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any Affiliate of Seller to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Seller Contract. Notwithstanding the foregoing, however, with respect to any Listed Seller Contract (other than any Contracts relating to Software from third parties) for which Seller is unable to obtain any necessary consent to assignment, in each case for the remainder of the term under such Listed Seller Contract: (i) Seller shall, or shall cause any applicable Affiliate to, purchase from the applicable Buyer such goods or services to be purchased from the Business by the third party under such Listed Seller Contract pursuant to the same terms provided for in such Listed Seller Contract, and Seller shall supply such goods or services to such third party pursuant to the same terms provided for in such Listed Seller Contract; and (ii) Seller and its Affiliates shall obtain such goods or services supplied to the Business by the third party under such Listed Seller Contract and Seller and its Affiliates shall supply the same to the applicable Buyer or to any Transferred Entity as such Buyer may direct pursuant to the same terms provided for in such Listed Seller Contract. For the avoidance of doubt, Seller will assign all Seller Contractsordinary course fees and expenses of their respective attorneys and advisors), not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso commence or participate in the second sentence of this Section 4.3(f)); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract. At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter, without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h).Legal