Common use of HSR Act and Foreign Antitrust Approvals Clause in Contracts

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers shall cause the Companies to (and, to the extent required, shall cause their respective Affiliates to) (a) comply promptly with the notification and reporting requirements of the HSR Act and use their reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (b) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers shall use reasonable best efforts to substantially comply with any Antitrust Information or Document Request. (b) Sellers and the Companies shall exercise their reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers and the Companies shall promptly furnish to Acquiror copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers shall permit counsel to Acquiror an opportunity to review in advance, and Sellers shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers and/or their Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree to provide Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers and/or any of their Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (d) Sellers and Acquiror shall each pay and be responsible for 50% of all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly but in no event later than five (5) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Acquiror shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequest received prior to the Closing. (b) Sellers and Prior to the Companies Closing, Acquiror shall exercise their reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and undertake promptly any and all action required by Antitrust Authorities to complete lawfully the Companies transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary, proper or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated hereby, including by (i) proffering or consenting or agreeing to a Governmental Order or other agreement providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of any Company or Acquiror or any of their respective Subsidiaries or (ii) the disposition or holding separate of assets or lines of business. (d) Acquiror shall promptly furnish to Acquiror Sellers copies of any notices or written communications received by Sellers and the Companies Acquiror or any of Sellers’ other its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers Acquiror shall permit counsel to Acquiror Sellers an opportunity to review in advance, and Sellers Acquiror shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers Acquiror and/or their its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Acquiror agrees to provide Acquiror Sellers and its their counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers Acquiror and/or any of their its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (de) Acquiror and Sellers and Acquiror shall each pay and be responsible for and pay 50% of all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Acquiror shall use its reasonable best efforts to substantially comply with any Antitrust Information or Document Request. (b) Sellers and the Companies Acquiror shall exercise their its reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and undertake promptly any and all actions required to complete lawfully the Companies transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary, proper or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated hereby, including (i) proffering and consenting and/or agreeing to a Governmental Order or other agreement providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of any Company or Acquiror or any of their respective Subsidiaries and (ii) promptly effecting the disposition or holding separate of assets or lines of business, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the Termination Date. The entry by any Governmental Authority in any Action of a Governmental Order permitting the consummation of the transactions contemplated hereby but requiring any of the assets or lines of business of any Company or Acquiror or any of their respective Subsidiaries to be sold or otherwise disposed or held separate thereafter shall not be deemed a failure to satisfy any condition specified in Article VIII. (d) Acquiror shall promptly furnish to Acquiror Sellers copies of any notices or written communications received by Sellers and the Companies Acquiror or any of Sellers’ other its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers Acquiror shall permit counsel to Acquiror Sellers an opportunity to review in advance, and Sellers Acquiror shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers Acquiror and/or their its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Acquiror agrees to provide Acquiror Sellers and its their counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers Acquiror and/or any of their its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (de) Sellers and Acquiror shall each pay and be responsible for 50% of all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers the Seller shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (i) (a) to the extent Buyer identifies for the Seller any applicable filing requirement, comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their commercially reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any similar foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers The Seller shall use commercially reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers and the Companies The Seller shall exercise their commercially reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers The Seller shall cooperate in good faith with the Antitrust Authorities and use commercially reasonable efforts to undertake promptly any and all action required to complete lawfully the Companies shall transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary or advisable to remove the actual commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would (or to obtain the agreement or consent of any Governmental Authority to the transactions contemplated hereby the absence of which would) delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement. (d) The Seller shall, to the extent permitted by applicable Law, promptly furnish to Acquiror Buyer copies of any material written notices or written communications received by Sellers and the Companies Seller or any of Sellers’ other its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers shall the Seller shall, to the extent permitted by applicable Law, use commercially reasonable efforts to permit counsel to Acquiror Buyer an opportunity to review in advance, and Sellers the Seller shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers the Seller and/or their its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree The Seller agrees to provide Acquiror Buyer and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers the Seller and/or any of their its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (d) Sellers and Acquiror shall each pay and be responsible for 50% of all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Acquiror shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers and the Companies Acquiror shall exercise their its reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry entry, in any Action brought by an Antitrust Authority or any other Person Person, of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and undertake promptly any and all action required to complete lawfully the Companies transactions contemplated by this Agreement as soon as practicable (but in any event prior to the End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Mergers, including (i) proffering and consenting and/or agreeing to a Governmental Order or other agreement providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company or Acquiror and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the End Date. The entry by any Governmental Authority in any Action of a Governmental Order permitting the consummation of the transactions contemplated hereby but requiring any of the assets or lines of business of Acquiror to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the Company and its Subsidiaries) shall not be deemed a failure to satisfy any condition specified in Article IX. (d) Acquiror shall promptly furnish to Acquiror the Company and the Holder Representative copies of any notices or written communications received by Sellers and the Companies Acquiror or any of Sellers’ other its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers Acquiror shall permit counsel to Acquiror the Company an opportunity to review in advance, and Sellers Acquiror shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers Acquiror and/or their its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Acquiror agrees to provide Acquiror the Company, the Holder Representative and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers Acquiror and/or any of their its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (de) Sellers and Acquiror shall each pay and be solely responsible for 50% of and pay all filing fees (whether or not such fees may be the obligation of the Company under applicable Law) payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly but in no event later than five (5) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their its commercially reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers shall use law, and exercise commercially reasonable best efforts to make such filings promptly after the date hereof, taking into consideration the nature of the requirements of and usual practices under the respective foreign laws. Acquiror shall substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Antitrust Information or Document RequestAuthorities. (b) Sellers and the Companies Acquiror shall exercise their commercially reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and the Companies shall undertake promptly furnish any and all action required to Acquiror copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to complete lawfully the transactions contemplated by this Agreement, including proffering and Sellers consenting to a Governmental Order providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business, of either assets or lines of business of the Company, or any other assets or lines of business of Acquiror; provided, however, that such action would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. For purposes of this Section 6.1(c), the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business, of the Company and its Subsidiaries that generated net sales of $100,000,000 or more in the fiscal year of the Company ended March 31, 2006, shall permit counsel be deemed to Acquiror an opportunity have a “Material Adverse Effect on the Company and its Subsidiaries, taken as a whole”. Subject to review in advancethe provisions of this Section 6.1(c), and Sellers shall consider in good faith the views of such counsel in connection with, any proposed written communications entry by Sellers and/or their Affiliates to any Governmental Authority concerning in any Action of a Governmental Order permitting the consummation of the transactions contemplated by this Agreement. Sellers agree hereby but requiring any of the assets or lines of business of Acquiror to provide Acquiror be held separate thereafter (including the business and assets of the Company and its counsel Subsidiaries) shall not be deemed a failure to satisfy the opportunityconditions specified in Section 9.1(a), on reasonable advance notice9.1(b), to participate in any substantive meetings 9.1(c), 9.2(a), 9.2(b) or discussions, either in person or by telephone, between Sellers and/or any of their Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby9.2(c). (d) Sellers and Acquiror shall each pay and be responsible for 50% of all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers the Company shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to), promptly but in no event later than ten (10) (a) Business Days after the date hereof, comply promptly with the notification and reporting requirements of the HSR Act and use their reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (b) and, as soon as reasonably practicable, make such other filings with any similar foreign Governmental Authorities as may be required under any applicable similar foreign competition Law. Sellers The Company shall use its reasonable best efforts to (a) obtain clearance under the HSR Act and (b) substantially comply with any Antitrust Information or Document Request. (b) Sellers and the Companies Requests. The Holder Representative shall exercise their use its reasonable best efforts to (i) obtain as soon as practicable (A) termination furnish to Buyer all information required for any application or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may filing to be necessary, proper or advisable under made pursuant to any foreign antitrust or competition laws and (ii) prevent the entry Law in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of connection with the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give , including any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after information requests required to comply with the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers and the Companies French Foreign Investment Laws. The Holder Representative shall promptly furnish inform Buyer’s outside counsel of any oral communication from, and provide outside counsel to Acquiror Buyer, copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or from, any Governmental Authority with respect regarding any such filings or otherwise relating to the transactions contemplated by this Agreement. The Holder Representative shall not participate in any meeting, teleconference or other discussion with any Governmental Authority in respect of any filings, investigation, inquiry, or other matter relating to the transactions contemplated by this Agreement without giving Buyer reasonable prior notice and Sellers shall permit the opportunity to attend and participate. The Holder Representative will consult and cooperate with Buyer in connection with, will give Buyer’s outside counsel to Acquiror an a reasonable opportunity to review in advance, and Sellers shall will consider in good faith the comments and views of such counsel Buyer in connection with, any proposed written communications by Sellers and/or their Affiliates all filings, submissions, papers, material communications, analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted to any Governmental Authority concerning in connection with the transactions contemplated by this Agreement. Sellers agree to provide Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers and/or any of their Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (d) Sellers and Acquiror The Company shall each pay and be responsible for (i) fifty percent (50% %) of all filing the fees payable to the Antitrust Authorities and (ii) one hundred percent (100%) of (A) counsel fees and expenses of the Company and (B) retained expert, including economist, fees and expenses of the Company, in each case in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Acquiror shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers and the Companies Acquiror shall exercise their its reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and undertake promptly any and all action required to complete lawfully the Companies transactions contemplated by this Agreement as soon as practicable (but in any event prior to the End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including (i) proffering and consenting and/or agreeing to a Governmental Order or other agreement providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company or Acquiror and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the End Date. The entry by any Governmental Authority in any Action of a Governmental Order permitting the consummation of the transactions contemplated hereby but requiring any of the assets or lines of business of Acquiror to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the Company and its Subsidiaries) shall not be deemed a failure to satisfy any condition specified in Article IX. (d) Acquiror shall promptly furnish to Acquiror the Company and the Holder Representative copies of any notices or written communications received by Sellers and the Companies Acquiror or any of Sellers’ other its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers Acquiror shall permit counsel to Acquiror the Company an opportunity to review in advance, and Sellers Acquiror shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers Acquiror and/or their its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Acquiror agrees to provide Acquiror the Company, the Holder Representative and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers Acquiror and/or any of their its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (de) Sellers and Acquiror shall each pay and be solely responsible for 50% of and pay all filing fees (whether or not such fees may be the obligation of the Company under applicable Law) payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers shall cause the Companies to (and, Subject to the extent requiredterms and conditions herein, shall cause their respective Affiliates to) (a) comply promptly with each of the notification and reporting requirements parties hereto agrees to cooperate in the preparation of any filings that may be required under the HSR Act and any filings required under similar merger notification laws or regulations of foreign Governmental Authorities. Each party shall use their commercially reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (b) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers shall use reasonable best efforts to substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Antitrust Information or Document RequestAuthority. (b) Sellers Acquiror and the Companies Company will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, letters, white papers, memoranda, briefs, arguments, opinions or proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other foreign, federal, or state antitrust, competition, or fair trade law. In this regard but without limitation, each party hereto shall exercise their reasonable best efforts promptly inform the other of any material communication between such party and any Antitrust Authority regarding the transactions contemplated herein. Nothing in this Agreement, however, shall require or be construed to require any party hereto, in order to obtain the consent or successful termination of any review of any such Antitrust Authority regarding the transactions contemplated hereby, to (i) obtain as soon as practicable (A) termination sell or expiration hold separate, or agree to sell or hold separate, before or after the Effective Time of the waiting period under Merger, any assets, businesses or any interests in any assets or businesses, of Acquiror, the HSR Act and Company or any of their respective Affiliates (B) such other approvalsor to consent to any sale, consents and clearances as may be necessaryor agreement to sell, proper by Acquiror or advisable under the Company, of any foreign antitrust assets or competition laws and businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Acquiror or the Company of any assets or businesses or (ii) prevent enter into any agreement or be bound by any obligation that, in Acquiror's good faith judgment, may be reasonably expected to have an adverse effect on the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation benefits to Acquiror of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers and the Companies shall promptly furnish to Acquiror copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers shall permit counsel to Acquiror an opportunity to review in advance, and Sellers shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers and/or their Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree to provide Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers and/or any of their Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (d) Sellers and Acquiror shall each pay and be responsible for 50% of all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Buyer shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Buyer shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers Subject to the terms and the Companies conditions of this Agreement, Buyer shall exercise their use its reasonable best efforts to (i) obtain as soon as practicable (A) termination take, or expiration of the waiting period cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Buyer shall, and shall cause its Affiliates to, (i) use reasonable best efforts to comply at the earliest practicable date with any Antitrust Information or Document Requests and (ii) cooperate with the Company in connection with any filing and in connection with resolving any investigation or other inquiry of any Governmental Authority. Buyer shall use its reasonable best efforts to furnish to the Company and the Holder Representative all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement (including, to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with Buyer’s prior filings; provided that Seller that, in providing such documents, Buyer may take reasonable measures to protect its confidential business information). Buyer shall promptly inform the Company and its Affiliates the Holder Representative of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Buyer shall not give independently participate in any undertakingsmeeting with any Governmental Authority in respect of any such filings, make any commitments investigation, or enter into any agreements that would be binding upon Acquiror or any other inquiry without, to the extent practicable, giving the Company and the Holder Representative prior notice of its Affiliatesthe meeting and, including, after to the Closingextent permitted by such Governmental Authority, the Companyopportunity to attend and/or participate. Subject to applicable Law, without Buyer will consult and cooperate with the prior written consent Company and the Holder Representative in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of AcquirorBuyer relating to proceedings under the HSR Act and any similar foreign Law. (c) Sellers In furtherance and not in limitation of the Companies actions and obligations described in Section 7.1(b), Buyer shall promptly furnish to Acquiror copies of any notices or written communications received resolve such objections, if any, as may be asserted by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this AgreementAgreement under the HSR Act and any similar foreign Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of the HSR Act or any similar foreign Law, Buyer shall use its reasonable best efforts to contest and resist any such Action, and Sellers shall permit counsel to Acquiror an opportunity to review have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in advanceeffect and that prohibits, and Sellers shall consider in good faith the views prevents, limits or restricts consummation of such counsel in connection with, any proposed written communications by Sellers and/or their Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree to provide Acquiror , including by pursuing all available avenues of administrative and its counsel judicial appeal, unless, by mutual agreement, Buyer and the opportunity, on reasonable advance notice, to participate Company decide that litigation is not in any substantive meetings or discussions, either in person or by telephone, between Sellers and/or any of their Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyrespective best interests. (d) Sellers and Acquiror shall each pay and be responsible for 50% of all filing fees payable Buyer further agrees that it shall, to the Antitrust Authorities extent necessary to obtain the waiver or consent from any Governmental Authority required to satisfy the conditions set forth in connection with Section 9.1(a) or Section 9.1(b), as applicable, or to avoid the entry of or have lifted, vacated or terminated any Law enacted, entered, promulgated, enforced or issued by any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement, take the following actions: (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, and in connection with the consummation of the transactions contemplated by this Agreement, the sale, divestiture or disposition of any assets or businesses of the Company or any of its Subsidiaries and/or any assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); (ii) terminate any existing relationships and contractual rights and obligations; (iii) otherwise offer to take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its freedom of action with respect to, or its ability to retain, any of the assets or businesses of the Company or any of its Subsidiaries and/or any assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); and (iv) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clauses (i), (ii) and (iii) of this Section 7.1(d)) necessary to vacate, modify or suspend such injunction or order. Notwithstanding anything to the contrary herein, Buyer’s obligations under this Section 7.1 shall be absolute and not qualified by “commercially reasonable efforts.” (e) Buyer shall be solely responsible for and pay all fees required under the HSR Act and any other applicable foreign antitrust or competition Laws.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Buyer and the Company each shall cause the Companies to (and, to the extent required, shall cause their respective Affiliates its affiliates to) (ai) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Buyer and the Company each shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers Subject to Section 6.4(j), each of the Company and the Companies Buyer shall exercise their its reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action action brought by an Antitrust Authority or any other Person person of any Governmental Order that governmental order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Each of the Company and Buyer will use its reasonable best efforts to certify substantial compliance with any request for additional information issued by the Companies DOJ or FTC, made pursuant to 16 C.F.R. §803.20 or substantially similar statute or regulation, within 120 days following the initial Buyer and Company filings of its respective pre-merger and notification report forms under the HSR Act, provided that Buyer has complied with Section 6.4(a) and Buyer shall not “pull and refile” such report form without the Company’s consent which shall not be unreasonably withheld. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing set forth in this Section 6.4 shall be construed so as to prohibit the Buyer from instituting or prosecuting or defending a suit or claim in good faith with respect to any suit, objection, requirement or other action by the FTC, the DOJ, any other such governmental authority or any private party with respect to the transactions contemplated hereby. (e) Subject to Section 6.4(j), each of the Company and Buyer shall cooperate in good faith with the Antitrust Authorities in connection with the transactions contemplated by this Agreement. (f) Buyer shall promptly furnish to Acquiror the Company copies of any notices or written communications received by Sellers and the Companies Buyer or any of Sellers’ other Affiliates its affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers Buyer shall permit counsel to Acquiror the Company an opportunity to review in advance, and Sellers Buyer shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers Buyer and/or their Affiliates its affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree To the extent reasonably practical, Buyer agrees to provide Acquiror the Company and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers Buyer and/or any of their Affiliatesits affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (dg) Sellers The Company shall promptly furnish to the Buyer copies of any notices or written communications received by the Company or any of its affiliates from any Governmental Authority with respect to the transactions contemplated by this Agreement, and Acquiror the Company shall each pay permit counsel to the Buyer an opportunity to review in advance, and the Company shall consider in good faith the views of such counsel in connection with, any proposed written communications by the Company and/or its affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. To the extent reasonably practical, the Company agrees to provide the Buyer and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between the Company and/or any of its affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (h) Buyer shall be solely responsible for 50% of and pay all filing fees (whether or not such fees may be the obligation of the Company under applicable Law) payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement. (i) Buyer shall pay the Company $10,000,000 by wire transfer or same day funds to an account at a U.S. banking institution designated in writing by the Company if the Closing would have otherwise occurred on or before the date that is 240 calendar days after the date hereof but for the applicable waiting period under the HSR Act having not expired or otherwise been terminated, by no later than the first Business Day immediately following such 240-day period. (j) Nothing in Section 6.4(b) or Section 6.4(e) shall require Buyer or its Affiliates to (x) enter into any “hold separate” agreement or other agreement with respect to the disposition or limitation on the use of any assets or businesses of the Buyer or any of its subsidiaries or the Company or any of its Subsidiaries that would reasonably be expected to materially impair the value of the Television Business to Buyer in order to obtain clearance from the FTC or the DOJ or any other antitrust or competition authorities to proceed with the consummation of the transactions contemplated hereby, (y) consummate the transactions contemplated hereby in the event that any consent, approval, authorization or non-objection of any Governmental Authority obtained or sought to be obtained in connection with this Agreement is conditioned upon the imposition of any other significant restrictions upon, or the making of any material accommodation (financial or otherwise) in respect of the transactions contemplated hereby or the conduct of the business of the Buyer (including any agreement not to compete in any geographic area or line of business or any agreement to license technology to third parties) or results, or would result in, the abrogation or diminishment of an authority or license granted by any Governmental Authority, or (z) to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly but in no event later than December 3, 2010, with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicablepracticable but in no event later than ten (10) Business Days after the date hereof, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Acquiror shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers and the Companies Acquiror shall exercise their reasonable its best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and undertake promptly any and all action required to complete lawfully the Companies transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including (i) proffering and consenting and/or agreeing to a Governmental Order or other agreement providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company or Acquiror and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the Termination Date. The entry by any Governmental Authority in any Action of a Governmental Order permitting the consummation of the transactions contemplated hereby but requiring any of the assets or lines of business of Acquiror to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the Company and its Subsidiaries) shall not be deemed a failure to satisfy any condition specified in Article IX. (d) Acquiror shall promptly furnish to Acquiror the Company copies of any notices or written communications received by Sellers and the Companies Acquiror or any of Sellers’ other its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers Acquiror shall permit counsel to Acquiror the Company an opportunity to review in advance, and Sellers Acquiror shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers Acquiror and/or their its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Acquiror agrees to provide Acquiror the Company and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers Acquiror and/or any of their its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (de) Sellers and Acquiror shall each pay and be solely responsible for 50% of and pay all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly with the notification and reporting requirements of the HSR Act and use their its commercially reasonable best efforts to obtain early termination of the waiting period under the HSR Act and Act, (bii) promptly make (or, as soon promptly as reasonably practicable, make provide any information in the possession of Acquiror necessary for the Companies to make) such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers shall law, including the Competition Act and use its commercially reasonable best efforts to obtain termination, waiver or expiration of any applicable waiting periods and/or to obtain any other clearances or required approvals required under such laws, and (iii) promptly make (or, as promptly as reasonably practicable, provide any information in the possession of Acquiror necessary for the Companies to make) any filings required to be made prior to Closing in connection with any act relating to foreign investment, ownership and control of the Companies in any country in which the Companies operate. Acquiror shall substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Antitrust Information or Document RequestAuthorities. (b) Sellers and the Companies Acquiror shall exercise their commercially reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and the Companies shall other Governmental Authorities and undertake promptly furnish any and all action required to Acquiror copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to complete lawfully the transactions contemplated by this Agreement, including proffering and Sellers shall permit counsel consenting to Acquiror an opportunity to review in advancea Governmental Order providing for the sale or other disposition, and Sellers shall consider in good faith or the views holding separate, of such counsel in connection withparticular assets, categories of assets or lines of business, of either assets or lines of business of the Companies, or any proposed written communications other assets or lines of business of Acquiror. The entry by Sellers and/or their Affiliates to any Governmental Authority concerning in any Action of a Governmental Order permitting the consummation of the transactions contemplated by this Agreement. Sellers agree to provide Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers and/or hereby but requiring any of the assets or lines of business of Acquiror to be held separate thereafter (including the business and assets of the Companies and their AffiliatesSubsidiaries) shall not be deemed a failure to satisfy the conditions specified in Section 9.1(b), agents 9.1(c), 9.1(d), 9.2(a), 9.2(b) or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby9.2(c). (d) Sellers and Acquiror shall each pay and be solely responsible for 50% of and pay all filing fees payable to the Antitrust Authorities or any other Governmental Authority in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers each of the parties hereto shall cause the Companies to (and, to the extent required, shall cause their respective Affiliates to) (ai) comply promptly but in no event later than ten (10) Trading Days after the date hereof, or the date a FAR Notice, SAR Notice, FTU Notice, STU Notice or TTU Notice (each, a “Purchase Notice”), as applicable, is delivered if the purchase of the related Shares would trigger reporting requirements under the HSR Act, with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act provided, that there will be no obligation to seek such early termination in the event of any filing under the HSR Act with respect to the First Acquisition Right, Second Acquisition Right or Top-Up Right that is made prior to the applicable Purchase Notice; and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Lawlaw, rule or regulation. Sellers Each of the parties hereto shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests. (b) Sellers and the Companies shall exercise their reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers and the Companies Each Celgene Party shall promptly furnish to Acquiror the Company copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates such Celgene Party from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers such Celgene Party shall permit counsel to Acquiror the Company an opportunity to review in advance, and Sellers such Celgene Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers and/or their Affiliates such Celgene Party to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Each Celgene Party agrees to provide Acquiror the Company and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sellers such Celgene Party and/or any of their Affiliates, its agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (dc) Sellers and Acquiror The Celgene Parties shall each pay and be solely responsible for 50% of and pay all fees associated with the premerger filing fees under the HSR Act and any other filings required to be submitted to Governmental Authorities under applicable similar foreign law, rule, or regulation that are payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers each of Buyer and the Company shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly promptly, but in no event later than ten (10) Business Days after the date hereof, with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicablepracticable (and in any event within ten (10) Business Days of the date hereof), make such other filings or start pre-notification proceedings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Sellers Each of Buyer and the Company shall use its reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests made of Buyer or any of its Affiliates or the Company or any of its Affiliates, respectively. No party shall voluntarily withdraw or “pull and re-file” any filing under the HSR Act or any such other filing with any foreign Governmental Authorities without the prior written consent of the other parties hereto. (b) Sellers Buyer and the Companies Company shall exercise their respective reasonable best efforts and take all necessary steps to (i) obtain as soon as practicable (A) termination or expiration of the waiting period (and any extension of such period) under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and laws, in each case, as soon as practicable (but in any event prior to the Termination Date), (ii) prevent furnish to the entry other party all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement (including, to the extent permitted by Law, responding to any Action brought by an Antitrust Authority reasonable requests for copies of documents filed with Buyer’s prior filings) and (iii) otherwise reasonably cooperate with the other party in connection with any filing and in connection with resolving any investigation or any other Person inquiry of any Governmental Order that would prohibitAuthority. Neither Buyer nor the Company shall, make unlawful without the written consent of the other party, (x) agree to extend any waiting period or delay the consummation of agree to refile under any Law or (y) enter into any agreement with any Antitrust Authority agreeing not to consummate the transactions contemplated by this Agreement. (c) Without limiting the foregoing, Buyer and the Company shall, and shall cause their respective Affiliates to, cooperate in good faith with the Antitrust Authorities and use reasonable best efforts to take any and all actions (including cooperating and negotiating in good faith with the Antitrust Authorities) necessary, proper or advisable to satisfy the conditions set forth in Sections ‎9.1(a) and ‎9.1(b) and to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date); provided that Seller notwithstanding anything contained in this Agreement to the contrary, nothing herein shall require (and, without Buyer’s prior written consent, the Company and its Affiliates Subsidiaries shall not give not) (i) proffering and consenting and agreeing to a Governmental Order or other agreement providing for the sale, licensing or other disposition, or the holding separate of, or other limitations or restrictions on, particular assets, categories of assets or lines of business of the Company or any undertakings, make any commitments of its Subsidiaries or enter into any agreements that would be binding upon Acquiror Buyer or any of its Affiliates, including(ii) effecting such disposition, after licensing or holding separate of assets or lines of business, (iii) offering to terminate any existing relationships and contractual rights and obligations, (iv) otherwise offering to take or offer to commit to take any action which it is capable of taking, that limits their freedom of action with respect to any of the Closingassets or business of Buyer or any of its Affiliates or the Company or any of its Subsidiaries, or their ability to retain any of their assets or lines of business or (v) litigating, challenging or take any action with respect to any Action by any Person, including any Governmental Authority (excluding, however, responding to any Antitrust Information or Document Requests). (d) Each of Buyer, on the one hand, and the Holder Representative and the Company, without on the prior written consent of Acquiror. (c) Sellers and the Companies other hand, shall promptly furnish to Acquiror the other party(ies) copies of any notices or written communications received or given by Sellers and the Companies such Person or any of Sellers’ other its Affiliates from or to any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Sellers such Person shall permit counsel to Acquiror the other party(ies) an opportunity to review in advance, and Sellers the other party(ies) shall consider in good faith the views of such counsel in connection with, any proposed written communications by Sellers and/or their the other party(ies) and its Affiliates to any third party or any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree Each of Buyer, on the one hand, and the Holder Representative and the Company, on the other hand, agrees to provide Acquiror other party(ies) and its counsel the opportunity, on reasonable advance notice, to attend and participate in any substantive meetings or discussions, either in person or by telephone, between Sellers and/or such Person or any of their its Affiliates, agents or advisors, on the one hand, and any third party or any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (de) Sellers and Acquiror shall each pay and be responsible for 50% of all filing The fees payable to the Antitrust Authorities in connection with the transactions contemplated by this AgreementAgreement shall be borne 100% by Buyer.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers Acquiror shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to) (ai) comply promptly with the notification and reporting requirements of the HSR Act and use their its commercially reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Lawlaw. Sellers Acquiror shall use reasonable best efforts to substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Antitrust Information or Document RequestAuthorities. (b) Sellers and the Companies Acquiror shall exercise their commercially reasonable best efforts to (i) obtain as soon as practicable (A) termination or expiration of the waiting period under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement; provided that Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Acquiror or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiror. (c) Sellers Acquiror shall cooperate in good faith with the Antitrust Authorities and the Companies shall undertake promptly furnish any and all action required to Acquiror copies of any notices or written communications received by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to complete lawfully the transactions contemplated by this Agreement, including proffering and Sellers shall permit counsel consenting to Acquiror an opportunity to review in advancea Governmental Order providing for the sale or other disposition, and Sellers shall consider in good faith or the views holding separate, of such counsel in connection withparticular assets, categories of assets or lines of business, of either assets or lines of business of the Company, or any proposed written communications other assets or lines of business of Acquiror. The entry by Sellers and/or their Affiliates to any Governmental Authority concerning in any Action of a Governmental Order permitting the consummation of the transactions contemplated by this Agreement. Sellers agree hereby but requiring any of the assets or lines of business of Acquiror to provide Acquiror be held separate thereafter (including the business and assets of the Company and its counsel Subsidiaries) shall not be deemed a failure to satisfy the opportunityconditions specified in Section 9.1(b), on reasonable advance notice9.1 (c), to participate in any substantive meetings 9.1(d), 9.2(a), 9.2(b) or discussions, either in person or by telephone, between Sellers and/or any of their Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby9.2(c). (d) Sellers and Acquiror shall each pay and be solely responsible for 50% of and pay all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Sellers the Company shall cause the Companies to (and, to the extent required, shall cause their respective its Affiliates to), (a) promptly but in no event later than ten (10) Business Days after the date hereof, comply with the notification and reporting requirements of the HSR Act and (b) as soon as reasonably practicable, make such other filings with any similar foreign Governmental Authorities as may be required under any applicable similar foreign Law, to the extent set forth on Schedule 8.7(a). The Company shall use its reasonable best efforts to (i) obtain early termination of the waiting period under the HSR Act and (ii) comply with any Antitrust Information or Document Requests as soon as reasonably practicable and advisable. (b) In connection with the transactions contemplated by this Agreement, Buyer shall (and, to the extent required, shall cause its Affiliates to) (ai) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use their its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (bii) as soon as reasonably practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law, to the extent set forth on Schedule 8.7(b). Sellers Buyer shall use reasonable best efforts to substantially comply with any Antitrust Information or Document RequestRequests as soon as reasonably practicable and advisable. (bc) Sellers Subject to the terms and the Companies conditions of this Agreement, Buyer shall exercise their use its reasonable best efforts to (i) obtain as soon as practicable (A) termination take, or expiration of the waiting period cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under the HSR Act and (B) such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order that would prohibit, make unlawful or delay the consummation of Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Buyer shall, and shall cause its Affiliates to, (i) use reasonable best efforts to comply as soon as reasonable and practicable with any Antitrust Information or Document Requests and (ii) cooperate with the Company in connection with any filing and in connection with resolving any investigation or other inquiry of any Governmental Authority. Each of Buyer and the Company shall use its reasonable best efforts to furnish to the other party all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement (including, to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with Buyer’s prior filings). Each of Buyer and the Company shall promptly inform the other party of any substantive oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction; provided, however, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside counsel, with the understanding and agreement that such counsel shall not share such documents and information with its client; provided, further, that any such materials may also be redacted (x) to remove references concerning valuations, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Neither Buyer nor the Company shall independently participate in any substantive meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the Company prior notice of the meeting and, to the extent practicable and permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, each of Buyer and the Company will consult and cooperate with the other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of such party relating to proceedings under the HSR Act and any similar foreign Law. Notwithstanding anything to the contrary in this Agreement, with respect to the matters covered in this Section 8.7(c), it is agreed that Buyer and the Company shall cooperate with one another in preparing for and participating in all meetings and communications with any Governmental Authority, provided that Seller Buyer shall take the lead in all meetings and its Affiliates shall not give communications with any undertakingsGovernmental Authority, make including by determining the appropriate timing of any commitments such meeting or enter into communications (including the timing of the submission of any agreements that would be binding upon Acquiror filing with, or response to any request by, a Governmental Authority) or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Acquiroraction taken pursuant to this Section 8.7(c). (cd) Sellers In furtherance and not in limitation of the actions and obligations described in Section 8.7(c), Buyer and the Companies Company shall promptly furnish use their reasonable best efforts to Acquiror copies of any notices or written communications received resolve such objections, if any, as may be asserted by Sellers and the Companies or any of Sellers’ other Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this AgreementAgreement under the HSR Act and any similar foreign Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of the HSR Act or any similar foreign Law, Buyer and the Company shall use its reasonable best efforts to contest and resist any such Action, and Sellers shall permit counsel to Acquiror an opportunity to review have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in advanceeffect and that prohibits, and Sellers shall consider in good faith the views prevents, limits or restricts consummation of such counsel in connection with, any proposed written communications by Sellers and/or their Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Sellers agree to provide Acquiror , including by pursuing all available avenues of administrative and its counsel judicial appeal, unless, by mutual agreement, Buyer and the opportunity, on reasonable advance noticeCompany decide that litigation is not in their respective best interests. (e) Buyer further agrees that it shall, to participate the extent necessary to obtain the waiver or consent from any Governmental Authority required to satisfy the conditions set forth in Section 9.1(a) or Section 9.1(b), as applicable, or to avoid the entry of or have lifted, vacated or terminated any substantive meetings Law enacted, entered, promulgated, enforced or discussionsissued by any Governmental Authority restraining, either in person enjoining or prohibiting the consummation of the transactions contemplated by telephonethis Agreement, between Sellers and/or any of their Affiliatestake the following actions: (i) propose, agents negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or advisors, on the one handotherwise, and any Governmental Authority, on the other hand, concerning or in connection with the consummation of the transactions contemplated herebyby this Agreement, the sale, divestiture or disposition of any assets or businesses of the Company or any of its Subsidiaries and/or any assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); (ii) agree to terminate any of Buyer’s, the Company’s, or any of their respective Affiliate’s existing relationships and contractual rights and obligations; (iii) otherwise offer to take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its freedom of action with respect to, or its ability to retain, any of the assets or businesses of the Company or any of its Subsidiaries and/or any assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); and (iv) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clauses (i), (ii) and (iii) of this Section 8.7(e)) necessary to vacate, modify or suspend such injunction or order. Notwithstanding anything to the contrary herein, Buyer’s obligations under this Section 8.7 shall be absolute and not qualified by “commercially reasonable efforts.” (df) Sellers and Acquiror Buyer shall each pay and be solely responsible for 50% of and pay all filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.