Common use of HSR Act Clause in Contracts

HSR Act. (a) Each Parent shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent party hereto shall as (i) take promptly as practicable, but all actions necessary to make the filings required of it or any of its affiliates under any applicable Antitrust Laws in no event later than five Business Days following the execution and delivery hereof, file connection with the United States Federal Trade Commission (the “FTC”) this Agreement and the United States Department transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of Justice its affiliates from any Antitrust Authority and (the “Antitrust Division”iii) the notification and report form, if any, required for the Transactions and any supplemental information requested cooperate with one another in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible any filing under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiryresolve such objections, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent mayif any, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions transactions contemplated by this -39- 45 Agreement under any Antitrust Law. In connection with Without limiting the generality of the foregoing, "reasonable best efforts" shall include, without limitation: (i) in the case of each of Parent and the Company: (A) filing with the appropriate Antitrust Authorities no later than the fifth (5th) day following the date hereof a Notification and Report Form with respect to the transactions contemplated by this Agreement; and (B) if any proceeding Parent or the Company receives a formal request for information and documents from an Antitrust Authority, substantially complying with such formal request within 60 days following the date of its receipt thereof or such shorter period as is instituted required by applicable Antitrust Laws; and (ii) in the case of the Company only, subject to Parent's compliance with clause (i) above, not frustrating or threatened to be instituted challenging any Transaction as violative of impeding Parent's strategy or negotiating positions with any Antitrust LawAuthority, each PROVIDED THAT in no event shall Parent will cooperate in good faith in all respects or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with each other and use reasonable best efforts respect to contest and resist any such proceeding and to have vacatedassets (tangible or intangible) or any business interest of it or any of its subsidiaries (including, liftedwithout limitation, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the Surviving Corporation after consummation of the TransactionsOffer or the Merger) in connection, including with or as a condition to receiving the consent or approval of, any Antitrust Authority. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by pursuing all available avenues of administrative and judicial appealsuch party from, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration any Antitrust Authority or any other governmental or regulatory authority regarding any of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent If required pursuant to applicable Law, each Party shall file as promptly soon as practicable, but and in any event no event later than five ten (10) Business Days following after the execution Execution Date a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR ActJustice. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal RequirementsAs deemed advisable, each Parent Party shall obtain all requisite approvals, clearances and authorizations respond as promptly as practicable to any inquiries or requests received from any Governmental Authority in the Territory for the Transactions under the HSR Act additional information or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: documentation. Each Party shall (i) cooperate reasonably promptly notify the other Party of any communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or the other Party's counsel to review in all respects advance any proposed written communication to any of the foregoing; (ii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Parent Party in connection with any filing or submission and advance and, to the extent permitted by such Governmental Authority in connection with any investigation or other inquirythe Territory, including any proceeding initiated by a private party, (ii) promptly inform gives the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority thereat; and (viiiii) with the exception of business documents deemed confidential by Purchaser (including documents submitted as attachments to each of Purchaser's Notification and Report Form under the HSR Act), furnish the other Parent Seller with copies of all correspondence, filings, and written communications communication (and memoranda setting forth the substance thereof) between Purchaser (its affiliates, and its respective representatives) on the Parent one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Transactions, except that Agreement. Purchaser shall bear sole responsibility for any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialsrequired HSR Act filing fees. (b) Each Parent will use reasonable best efforts to resolve If any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoingadministrative, if any proceeding judicial or legislative Action is instituted (or threatened to be instituted instituted) challenging the sale and purchase of the Purchased Assets or any Transaction of the Transactions as violative of any Antitrust anti-competition Law, each Parent will cooperate Purchaser shall in good faith in all respects with each other and use reasonable best efforts its sole discretion determine whether to contest and resist any such proceeding Action, and to seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, order that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not . Seller shall cooperate in their respective best interests. Each Parent shall use a commercially reasonable best manner with any such efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted reasonably requested by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possiblePurchaser.

HSR Act. (ai) Each Parent shall as Mondavi and Constellation shall, promptly as practicable, but in no event later than five Business Days following after the execution and delivery hereofof this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification required to be filed with respect to the transactions provided in this Agreement under the HSR Act (and report formrequest early termination of the waiting period) and shall file promptly with the appropriate Governmental Authorities all notifications required under applicable Foreign Antitrust Laws. Each of Constellation and Mondavi shall, if any, required for the Transactions and any supplemental information requested in connection therewith therewith, cooperate as necessary to promptly amend such filings or supply additional information and documentary material as may be requested pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Foreign Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, . (ii) Each party hereto, through outside counsel, will (A) promptly inform the notify every other Parent party hereto of any written communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or to that party from any other Governmental Authority concerning this Agreement or the transactions contemplated hereby and, if practicable, permit each other party's counsel to review in advance any proposed written communication to any such Governmental Authority concerning this Agreement or the transactions contemplated hereby and incorporate each other party's reasonable comments; (B) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any material communication received filing, investigation or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, inquiry concerning this Agreement or the other Parent’s legal counsel, to review any material communication given by transactions contemplated hereby unless it to, and consult consults with each other party's counsel in advance of any meeting or conference withadvance, and, to the Antitrust Divisionextent permitted by such Governmental Authority, the FTC or any such gives each other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (viiC) furnish the to each other Parent with party's counsel copies of all correspondence, filings, and written communications between them and their respective representatives on the Parent one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and or the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialstransactions contemplated hereby. (biii) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect Notwithstanding anything to the Transactions under any Antitrust Law. In connection with the foregoingcontrary contained in this Agreement, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is Constellation shall not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration agree, and Mondavi shall not agree without Constellation's prior written consent, to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of the notice periods any significant assets in connection with obtaining any consent or authorization under the HSR Act or other under Foreign Antitrust Laws with respect unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on Constellation or Mondavi, PROVIDED, HOWEVER, that at Constellation's written request, Mondavi shall agree to any such Transactions waiver, limitation or disposal, which agreement may, at Mondavi's option, be conditioned upon and effective only as promptly as possible after of the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleEffective Time.

HSR Act. (a) Each Parent If required pursuant to applicable Law, each Party shall file as promptly soon as practicable, but and in any event no event later than five ten (10) Business Days following after the execution Execution Date a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice Justice. Each Party shall respond as promptly as practicable to any inquiries or requests received from any Governmental Authority in the Territory for additional information or documentation. Each Party shall (i) promptly notify the “Antitrust Division”) the notification and report form, if any, required for the Transactions and other Party of any supplemental information requested in connection therewith pursuant communication to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act that Party or other Antitrust Laws and use its reasonable best efforts to do each of the following Affiliates from any Governmental Authority with respect to matters relating such filings and, subject to Antitrust Laws: applicable Law, permit the other Party or the other Party’s counsel to review in advance any proposed written communication with respect thereto to any of the foregoing; (iii) cooperate reasonably not participate, or permit its Affiliates to participate, in all respects any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Parent Party in connection with any filing or submission and advance and, to the extent permitted by such Governmental Authority in connection with any investigation or other inquirythe Territory, including any proceeding initiated by a private party, (ii) promptly inform gives the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings thereat; (iii) with the exception of business documents deemed confidential by Purchaser (including documents submitted as attachments to Purchaser’s Notification and conferences to Report Form under the extent allowed by applicable Legal Requirements or by the applicable Governmental AuthorityHSR Act), (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised furnish Seller with respect thereto, (vi) cooperate reasonably in the filing copies of any memoranda, white papers, filings, all correspondence, or other written communications explaining or defending filings and communication (and memoranda setting forth the Transactionssubstance thereof) between Purchaser (its Affiliates, articulating any regulatory or competitive argumentand its respective Representatives) on the one hand, and/or responding to requests or objections made by and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement; and (viiiv) with the exception of business documents deemed confidential by Seller, furnish the other Parent Purchaser with copies of all correspondence, filings, and written communications communication (and memoranda setting forth the substance thereof) between Seller (its Affiliates, and its respective Representatives) on the Parent one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and Agreement. Purchaser shall bear the Transactions, except that responsibility for any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialsrequired HSR Act filing fees. (b) Each Parent will In furtherance and not in limitation of the other covenants of the Parties contained herein, Purchaser shall use its commercially reasonable best efforts to resolve remedy any objections material competition concerns that any Governmental Authority may be asserted by any Person have with respect to the Transactions under consummation of the Transaction. If any Antitrust Law. In connection with the foregoingadministrative, if any proceeding judicial or legislative Action is instituted (or threatened to be instituted instituted) challenging any the sale and purchase of the Purchased Assets or the Transaction as violative of any Antitrust anti-competition Law, each Parent will Purchaser shall cooperate in good faith in all respects with each other and use its commercially reasonable best efforts to contest and resist any such proceeding Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, Order that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the TransactionsTransaction, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide provided that litigation is Purchaser shall not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration (i) license, divest, dispose of the notice periods under the HSR Act or other Antitrust Laws hold separate or take any similar actions with respect to such Transactions as promptly as possible after any Assets or businesses of Purchaser or its Affiliates or otherwise take or commit to take any action that limits in any material respect its freedom of action with respect to, or its ability to retain, any of the execution Assets or businesses of this Agreement. In Purchaser or its Affiliates, (ii) pay more than de minimis amounts in connection with and without limiting the foregoingseeking or obtaining such consents, each Parent shall use reasonable best efforts approvals or authorizations, whether to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental AuthorityAuthority or other Person (other than the HSR filing fees referenced above), so as to enable the Parties to close the Transactions as expeditiously as possibleor (iii) commence any litigation with respect thereto. Seller shall cooperate in a commercially reasonable manner with all such efforts.

HSR Act. (a) Each Parent shall as promptly As soon as practicable, but and in any event no event later than five fifteen Business Days following after the execution either Purchaser or Target determines that the transaction contemplated hereby requires filings under the HSR Act, each of the parties hereto will file any Notification and delivery hereof, file Report Forms and related material required to be filed by it with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (iif any) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under Merger, will use its reasonable efforts to obtain an early termination of the applicable waiting period, and shall promptly make any Antitrust Lawfurther filings pursuant thereto that may be necessary, proper or advisable. In connection Purchaser and Target agree to cooperate with the foregoingrespect to, if any proceeding is instituted or threatened and shall cause each of their respective Subsidiaries to be instituted challenging any Transaction as violative of any Antitrust Lawcooperate with respect to, each Parent will cooperate in good faith in and agree to use all respects with each other and use reasonable best efforts to contest and resist resist, any such proceeding Action, including legislative, administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, order (whether temporary, preliminary or permanent, ) (an “Order”) of any Governmental Entity that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the TransactionsMerger or any other transactions contemplated by this Agreement, including including, without limitation, by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. Upon the terms and subject to the conditions set forth in this Agreement, unless in connection with the HSR Act, each of Target and Purchaser agrees to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by mutual agreement this Agreement, including the Members decide that litigation is not in their respective best interests. Each Parent shall use obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable best efforts to take such action steps as may be required necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; provided, however, that a party shall not be obligated to take any action pursuant to the expiration foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (x) to impact in a materially adverse manner the economic or business benefits of the notice periods transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger or (y) to result in an Order (i) prohibiting or limiting the ownership or operation by Purchaser of any material portion of the business or assets of Target or compelling Purchaser to dispose of or hold separate any of the business or assets of Purchaser or any material portion of the business or assets of Target as a result of the Merger or any of the other transactions contemplated by this Agreement, (ii) imposing limitations on the ability of Purchaser to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of Target, including, without limitation, the right to vote such capital stock on all matters properly presented to the Target Stockholders, or (iii) prohibiting Purchaser from effectively controlling in any material respect the business or operations of Target. The parties acknowledge that, based on the price of Purchaser’s Common Stock as of the date hereof, no filings under the HSR Act or other Antitrust Laws are required with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent party hereto shall (i) take promptly all actions necessary to make the filings required of it or any of its affiliates under the applicable Antitrust -33- 38 Laws (as promptly as practicabledefined in Section 4.09(e) hereof) in connection with this Agreement and the transactions contemplated hereby, but in no event later than five Business Days following (ii) comply at the execution and delivery hereof, file earliest practicable date with any request for additional information or documentary material received by it or any of its affiliates from the United States Federal Trade Commission (the “"FTC”") and or the United States Antitrust Division of the Department of Justice (the “"Antitrust Division”") the notification and report form, if any, required for the Transactions and any supplemental information requested (iii) cooperate with one another in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible any filing under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority (as defined in Section 4.09(e) hereof). (b) Each party hereto shall use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiryresolve such objections, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent mayif any, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions transactions contemplated by this Agreement under any Antitrust Law. In connection with Without limiting the generality of the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use "reasonable best efforts efforts" shall include, without limitation: (i) in the case of each of Parent and the Company: (A) filing with the appropriate Antitrust Authorities no later than the fifth Business Day following the date hereof a Notification and Report Form with respect to contest the transactions contemplated by this Agreement; and (B) if Parent or the Company receives a second request for information and resist documents from an Antitrust Authority, substantially complying with such second request within 60 days following the date of its receipt thereof; (ii) in the case of Parent only, taking any such proceeding and to have vacatedall actions reasonably necessary, lifted, reversed proper or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required advisable to cause the expiration HSR Condition and Section 5.01(b) hereof to be satisfied and to permit the Closing to occur as soon as possible, but in any event on or prior to the Outside Date (as defined below) (it being understood that, without limiting Parent's obligations hereunder, the timing of the notice periods under Closing shall be as set forth in Section 2.11); provided, however, that Parent's obligations hereunder shall not include agreeing to dispose of or hold separately all or any material portion of the HSR Act business or other Antitrust Laws with respect to such Transactions assets of Parent and its subsidiaries, taken as promptly a whole or the Company and its Subsidiaries, taken as possible after the execution of this Agreement. In connection with and without limiting the foregoinga whole, each Parent shall use reasonable best efforts or to take promptly any other action which would materially and all steps necessary adversely effect the business, assets or operations of Parent and its subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole; and (iii) in the case of the Company only, subject to avoid Parent's compliance with clauses (i) and (ii) above, not frustrating or eliminate each and every impediment under impeding Parent's strategy or negotiating positions with any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent shall as promptly as practicableSubject to the terms and conditions of this Agreement, but in no event later than five Business Days following each of the execution parties will (i) use commercially reasonable efforts to take, or cause to be taken, all actions and delivery hereofto do, or cause to be done, all things necessary under applicable Antitrust Laws to consummate the transactions contemplated by this Agreement, (ii) use commercially reasonable efforts to file with the United States Federal Trade Commission (the “FTC”) a Notification and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith Report Form pursuant to the HSR ActAct with respect to the transactions contemplated hereby within 15 Business Days of the date hereof, supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Any such notification Sellers shall pay 50% and report form Buyer shall pay 50% of the filing fees required in connection with all filings by Buyer and supplemental information shall be in substantial compliance with the requirements of Sellers under the HSR Act. To . (b) In connection with the extent permissible under applicable Legal Requirements, each Parent shall efforts referenced in SECTION 5.3(a) to obtain all requisite approvals, clearances approvals and authorizations for the Transactions transactions contemplated by this Agreement under the HSR Act or any other Antitrust Laws and use its reasonable best efforts to do Law, each of the following with respect parties shall use commercially reasonable efforts to matters relating to Antitrust Laws: (i) cooperate cooperate, and assist as reasonably in all respects requested, with the each other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform keep the other Parent parties informed in all material respects of any material communication received by such Party party from, or given by such Party party to, the Antitrust DivisionFederal Trade Commission (the "FTC"), the FTC Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority Government authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, transactions contemplated hereby and (iii) permit the other Parent, or the other Parent’s legal counsel, parties to review any material communication given by to it toby, and consult with each other in advance of any meeting or conference with, the Antitrust DivisionFTC, the FTC DOJ or any such other Governmental Authority or, Government authority in connection with any proceeding by a private party, with any other Person, (iv. The foregoing obligations in this SECTION 5.3(b) give the other Parent the opportunity to attend and participate in such meetings and conferences shall be subject to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Confidentiality Agreement and a confidentiality agreement (the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable "ANTITRUST CA") by and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials between Sellers and the information contained therein shall be given only to the outside legal counsel Buyer of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person even date herewith with respect to the Transactions under confidential information of Buyer, and any Antitrust Law. In attorney-client, work product or other privilege, and each of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative foregoing and in seeking early termination of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice applicable waiting periods under the HSR Act or other Antitrust Laws with respect Act. Any competitively sensitive information that is disclosed pursuant to such Transactions as promptly as possible after the execution of this Agreement. In connection with SECTION 5.3(b) will be limited to each party's respective counsel and without limiting the foregoing, each Parent shall use reasonable best efforts economists pursuant to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possiblea separate customary confidentiality agreement.

HSR Act. (a) Each Parent shall Subject to the terms and conditions of this Agreement, each of the parties will (i) use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable antitrust Laws to consummate the transactions contemplated by this Agreement, (ii) use commercially reasonable efforts to supply as promptly as practicable, but in no event later than five Business Days following the execution practicable any additional information and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information documentary material that may be requested in connection therewith pursuant to the HSR Act. Any such notification Act and report form and supplemental information shall be in substantial compliance (iii) use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall efforts to obtain all requisite approvals, clearances approvals and authorizations for the Transactions transactions contemplated by this Agreement under the HSR Act or any other Antitrust Laws and use its reasonable best efforts to do antitrust Law, each of the following with respect parties shall use commercially reasonable efforts to matters relating to Antitrust Laws: (i) cooperate cooperate, and assist as reasonably in all respects requested, with the each other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform keep the other Parent parties informed in all material respects of any material communication received by such Party party from, or given by such Party party to, the Antitrust DivisionFederal Trade Commission (the "FTC"), the FTC Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any material material, communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, transactions contemplated hereby and (iii) permit the other Parent, or the other Parent’s legal counsel, parties to review any material communication given by to it toby, and consult with each other in advance of any meeting or conference with, the Antitrust DivisionFTC, the FTC DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, . Each of the parties thereto will coordinate and cooperate fully with any other Person, (iv) give the other Parent the opportunity to attend parties hereto in exchanging information and participate providing such assistance as such other parties may reasonably request in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative foregoing and in seeking early termination of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice applicable waiting periods under the HSR Act Act. Sellers shall maintain in the strictest confidence any material, non-public information about Purchaser or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution any of this Agreement. In Purchaser's direct or indirect Affiliates obtained in connection with the foregoing efforts and without limiting shall cause any employee, officer, director or representative of Sellers to maintain such information in the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possiblestrictest confidence.

HSR Act. (a) Each Parent If required pursuant to applicable Law, each party shall file as promptly soon as practicable, but and in any event no event later than five Business Days following ten (10) business days after the execution date of this Agreement a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice Justice. Each party shall respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation. Each party shall (i) promptly notify the “Antitrust Division”) the notification and report form, if any, required for the Transactions and other party of any supplemental information requested in connection therewith pursuant communication to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act that party or other Antitrust Laws and use its reasonable best efforts to do each of the following affiliates from any Governmental Authority with respect to matters relating such filings and, subject to Antitrust Laws: applicable Law, permit the other party or the other party’s counsel to review in advance any proposed written communication with respect thereto to any of the foregoing; (iii) cooperate reasonably not participate, or permit its affiliates to participate, in all respects any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement and the transactions contemplated hereby unless it consults with the other Parent party in connection with any filing or submission and in connection with any investigation or other inquiryadvance and, including any proceeding initiated to the extent permitted by a private partysuch Governmental Authority, (ii) promptly inform gives the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent party the opportunity to attend and participate in such meetings thereat; (iii) with the exception of business documents deemed confidential by Buyer (including documents submitted as attachments to Buyer’s Notification and conferences to Report Form under the extent allowed by applicable Legal Requirements or by the applicable Governmental AuthorityHSR Act), (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised furnish Seller with respect thereto, (vi) cooperate reasonably in the filing copies of any memoranda, white papers, filings, all correspondence, or other written communications explaining or defending filings and communication (and memoranda setting forth the Transactionssubstance thereof) between Buyer (its affiliates, articulating any regulatory or competitive argumentand its respective Representatives) on the one hand, and/or responding to requests or objections made by and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby; and (viiiv) with the exception of business documents deemed confidential by Seller, furnish the other Parent Buyer with copies of all correspondence, filings, and written communications communication (and memoranda setting forth the substance thereof) between Seller (its affiliates, and its respective Representatives) on the Parent one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriatetransactions contemplated hereby. Either Parent may, as it deems advisable Each of Seller and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein Buyer shall be given only to the outside legal counsel pay 50% of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors filing fee payable on submission of the recipient, unless express written permission is obtained in advance from required notification under the source of the materialsHSR Act. (b) Each Parent will In furtherance and not in limitation of the other covenants of the parties contained herein, Buyer and Seller shall each use its reasonable best efforts to resolve remedy any objections that may be asserted material competition concerns raised by any Governmental Authority or other Person with respect to the Transactions under consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. If any Antitrust Law. In connection with the foregoingadministrative, if any proceeding judicial or legislative Action is instituted (or threatened to be instituted instituted) challenging or seeking to prevent or prohibit the sale and purchase of the Assets or the transactions contemplated by this Agreement and the Ancillary Agreements under any Transaction as violative of any Antitrust Lawlegal theory, Buyer and Seller shall each Parent will cooperate in good faith in all respects with each other and use their reasonable best efforts to contest and resist any such proceeding Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, Court Order that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements; provided, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is Buyer shall not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration (i) license, divest, dispose of the notice periods under the HSR Act or other Antitrust Laws hold separate or take any similar actions with respect to any assets or businesses of Buyer or Seller or their affiliates or otherwise take or commit to take any action that limits in any material respect its freedom of action with respect to, or its ability to retain, any of such Transactions as promptly as possible after assets or businesses, (ii) pay more than de minimis amounts in any settlement or in connection with seeking or obtaining such consents, approvals or authorizations, whether to any Governmental Authority or other Person (other than the execution of this AgreementHSR filing fees referenced above), or (iii) commence any litigation with respect thereto. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts responding to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted competition concerns raised by any Governmental AuthorityAuthority or other Person, so or in responding to any Action challenging the transactions contemplated by this Agreement and the Ancillary Agreements, Buyer and Seller shall cooperate in retaining such economist(s) and/or other consultant(s) which they shall mutually determine to be reasonably necessary in fulfilling their obligations under this Section 5.10(b). In such case as Seller and Buyer cannot agree on such economist(s) and/or other consultant(s) to be retained, Buyer shall make the determination as to enable which, if any, economist(s) and/or other consultant(s) to retain, consistent with its obligations hereunder. Each of Seller and Buyer shall pay 50% of the Parties to close cost of such economist(s) and or other consultant(s). Seller and Buyer shall each be responsible for their own legal fees in connection with any Action challenging the Transactions as expeditiously as possibletransactions contemplated by this Agreement.

HSR Act. (ai) Each Parent shall as Mondavi and Constellation shall, promptly as practicable, but in no event later than five Business Days following after the execution and delivery hereofof this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification required to be filed with respect to the transactions provided in this Agreement under the HSR Act (and report formrequest early termination of the waiting period) and shall file promptly with the appropriate Governmental Authorities all notifications required under applicable Foreign Antitrust Laws. Each of Constellation and Mondavi shall, if any, required for the Transactions and any supplemental information requested in connection therewith therewith, cooperate as necessary to promptly amend such filings or supply additional information and documentary material as may be requested pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Foreign Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, . (ii) Each party hereto, through outside counsel, will (A) promptly inform the notify every other Parent party hereto of any written communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or to that party from any other Governmental Authority concerning this Agreement or the transactions contemplated hereby and, if practicable, permit each other party’s counsel to review in advance any proposed written communication to any such Governmental Authority concerning this Agreement or the transactions contemplated hereby and incorporate each other party’s reasonable comments; (B) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any material communication received filing, investigation or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, inquiry concerning this Agreement or the other Parent’s legal counsel, to review any material communication given by transactions contemplated hereby unless it to, and consult consults with each other party’s counsel in advance of any meeting or conference withadvance, and, to the Antitrust Divisionextent permitted by such Governmental Authority, the FTC or any such gives each other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (viiC) furnish the to each other Parent with party’s counsel copies of all correspondence, filings, and written communications between them and their respective representatives on the Parent one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and or the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialstransactions contemplated hereby. (biii) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect Notwithstanding anything to the Transactions under any Antitrust Law. In connection with the foregoingcontrary contained in this Agreement, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is Constellation shall not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration agree, and Mondavi shall not agree without Constellation’s prior written consent, to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of the notice periods any significant assets in connection with obtaining any consent or authorization under the HSR Act or other under Foreign Antitrust Laws with respect unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on Constellation or Mondavi, provided, however, that at Constellation’s written request, Mondavi shall agree to any such Transactions waiver, limitation or disposal, which agreement may, at Mondavi’s option, be conditioned upon and effective only as promptly as possible after of the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleEffective Time.

HSR Act. (a) Each Parent In connection with the transactions contemplated by this Agreement, the Company shall as promptly as practicable(and, to the extent required, shall cause its Affiliates to) (i) comply promptly, but in no event later than five (5) Business Days following after the execution and delivery date hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the reporting requirements of the HSR Act. To Act and make all further filings pursuant thereto that may be necessary (including resubmit filings that are rejected for any reason whatsoever by the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances relevant Governmental Authority) and authorizations for the Transactions under the HSR Act or other Antitrust Laws and (ii) use its reasonable best efforts to do each obtain early termination of the following waiting period under the HSR Act and to obtain such other approvals, consents and clearances as may be required under any foreign antitrust or competition laws. The Company shall use its reasonable best efforts to comply with respect any Antitrust Information or Document Requests made of the Company or any of its Affiliates and to matters relating participate in or defend against any Action or litigation as set forth in Section 7.1 herein. (b) The Company shall exercise its reasonable best efforts to Antitrust Laws: (i) cooperate furnish to Industrea all information reasonably required for any application or other filing to be made pursuant to any Law in all respects connection with the other Parent transactions contemplated by this Agreement (including, to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with Industrea’s prior filings) and (ii) otherwise reasonably cooperate with Industrea in connection with any filing or submission and in connection with resolving any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent inquiry of any communication Governmental Authority. (c) The Company and the Holder Representative shall promptly furnish to Industrea copies of any notices or written communications received by such Party from, or given by such Party to, the Antitrust Division, the FTC them or any other Governmental Authority and of their Affiliates from or to any material communication received third party or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to the transactions contemplated by this Agreement Agreement, and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials Company and the information contained therein Holder Representative shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside permit counsel to employeesIndustrea an opportunity to review in advance, officers, or directors of and the recipient, unless express written permission is obtained in advance from Company and the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate Holder Representative shall consider in good faith the views of such counsel in all respects with each other and use reasonable best efforts to contest and resist connection with, any such proceeding and to have vacated, lifted, reversed proposed written communications by the Company and/or the Holder Representative or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts Affiliates to take such action as may be required to cause any third party or any Governmental Authority concerning the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of transactions contemplated by this Agreement. In connection with The Company and without limiting the foregoingHolder Representative agree to provide Industrea and its counsel the opportunity, each Parent shall use on reasonable best efforts advance notice, to take promptly participate in any substantive meetings or discussions, either in person or by telephone, between the Company and/or the Holder Representative and all steps necessary to avoid any of their respective Affiliates, agents or eliminate each advisors, on the one hand, and every impediment under any Antitrust Laws that may be asserted by third party or any Governmental Authority, so as to enable on the Parties to close other hand, concerning or in connection with the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent Subject to the terms and conditions of this Agreement, each party shall as promptly as practicableuse its commercially reasonable efforts to (i) take, but in no event later than five Business Days following or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws to consummate the execution and delivery hereoftransactions contemplated by this Agreement; (ii) if required, file with the United States Federal Trade Commission (the “FTC”) a Notification and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith Report Form pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance Act with respect to the requirements transactions contemplated hereby within five Business Days after entry of the Sale Order; (iii) supply as promptly as practicable any additional information and documentary material that may be requested or required pursuant to any Antitrust Law, including the HSR Act. To Act and (iv) if applicable, cause the extent permissible under expiration or termination of the applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting periods under the HSR Act or any other Antitrust Laws and Law as soon as practicable. (b) Each of the parties shall use its commercially reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (ia) cooperate reasonably in all respects with the each other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, ; (iib) promptly inform keep the other Parent parties informed in all material respects of any material communication received by such Party party from, or given by such Party party to, the Antitrust Division, the FTC or any other Governmental Authority Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, transactions contemplated hereby and (iiic) permit the other Parent, or the other Parent’s legal counsel, party to review any material communication given by to it toby, and consult with each other in advance of any meeting or conference withwith any Governmental Entity, the Antitrust Division, the FTC or any such other Governmental Authority or, including in connection with any proceeding by a private party. The foregoing obligations in this Section 8.4 shall be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege, and each of the parties hereto shall coordinate and cooperate fully with any other Person, (iv) give the other Parent parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the opportunity to attend foregoing and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing seeking early termination of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent applicable waiting periods under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In The parties will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, Orders or approvals. “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. Fees incurred in connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of complying with any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including Law shall be borne solely by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleSeller.

HSR Act. (a) Each Parent shall party hereto hereby undertakes and agrees to file as promptly soon as practicable, but and in no any event later than five Business Days following within thirty (30) days after the execution and delivery date hereof, file a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “"FTC”") and the United States Department of Justice Justice, Antitrust Division (the “"Antitrust Division”"), and to make any other applicable competition filing or notifications required by any other governmental authority as promptly as practicable. Each party hereto shall (as applicable): (a) respond in a commercially reasonable manner and as promptly as practicable to any formal or informal inquiries received from the notification FTC or the Antitrust Division for additional information or documentary materials, and report form, if any, required for the Transactions to all inquiries and requests received from any supplemental information requested State Attorney General or other governmental authority in connection therewith pursuant with antitrust or competition matters; (b) take all commercially reasonable steps to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements seek early termination of the HSR Act. To the extent permissible under any applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting period under the HSR Act or any similar laws and to obtain all required approvals; and (c) refrain from entering into any agreement with the FTC or the Antitrust Division or any governmental authority not to consummate or delay consummation of or to give notice of consummation other Antitrust Laws and use its reasonable best efforts to do each than as required by law, of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects transactions contemplated by this Agreement, except with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform prior written consent of the other Parent parties hereto (which shall not be unreasonably withheld or delayed). Each party hereto shall promptly notify each other party hereto of any written or oral communication received by such Party from, or given by such Party toto that party from the FTC, the Antitrust Division, the FTC any State Attorney General or any other Governmental Authority governmental authority and of shall permit each such other party or its counsel to review in advance any material proposed written communication received or given in connection with any proceeding by a private party, in each case regarding response to any of the Transactions, (iii) permit foregoing. Notwithstanding the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC foregoing or any such other Governmental Authority orcovenant herein contained, in connection with the receipt of any proceeding by a private partynecessary approvals under the HSR Act, with neither the Buyer, any other PersonSeller, the Company, any Subsidiary nor any of its respective Affiliates shall be required to: (iva) give divest or hold separate or otherwise take or commit to take any action that limits the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised Buyer's freedom of action with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondenceto, or other written communications explaining its ability to retain, the Company or defending any Subsidiary or any material portions thereof or any of the Transactionsbusinesses, articulating any regulatory product lines, properties or competitive argumentassets of the Buyer, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial informationCompany, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent mayany Subsidiary, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to without the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, Buyer's prior written consent; or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts commence any litigation against any entity in order to resolve any objections that may be asserted by any Person with respect to facilitate the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative consummation of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent shall As soon as promptly as practicable, practicable after the execution hereof but in no event later than five Business Days following ten business days after the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) each of PCC and the United States Department of Justice (the “Antitrust Division”) the notification and report formFBC shall make such filings, if any, required for by the Transactions and any supplemental information requested in connection therewith pursuant to Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements ") as a result of the HSR Acttransactions contemplated by this Option Agreement and the Time Brokerage Agreement. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances PCC and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts FBC agree to do each of the following with respect to matters relating to Antitrust Laws: (ia) cooperate reasonably in all respects with the each other Parent in connection with all such HSR Act filings, which cooperation shall include furnishing the other with any filing information or submission and documents that may be reasonably required in connection with any investigation or other inquiry, including any proceeding initiated by a private party, such filings; (iib) promptly inform file, after any request by the Federal Trade Commission ("FTC") or Department of Justice ("DOJ") and after appropriate negotiation with the FTC or DOJ of the scope of such request, any information or documents requested by the FTC or DOJ; and (c) furnish each other Parent with any correspondence from or to, and notify each other of any communication received by such Party from, or given by such Party to, the Antitrust Divisionother communications with, the FTC or any other Governmental Authority DOJ that relates to the transactions contemplated hereunder and of any material communication received or given in connection with any proceeding by a private partyunder the Time Brokerage Agreement, in each case regarding any of and to the Transactions, (iii) permit the other Parent, or the other Parent’s legal counselextent practicable, to review any material communication given by it to, and consult with permit each other to participate in advance of any meeting or conference with, the Antitrust Division, conferences with the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give DOJ. The transfer of the other Parent the opportunity to attend and participate in such meetings and conferences Assets pursuant to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Asset Purchase Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel commencement of the recipient and will not be disclosed transaction contemplated by the Time Brokerage Agreement are expressly conditioned upon the waiting period relating to any such outside counsel to employees, officers, filings the ("HSR Waiting Period") having duly expired or directors been terminated by the appropriate government agencies without the enforcement of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted action by any Person with respect such agencies to restrain or postpone the Transactions under any Antitrust Lawtransactions contemplated hereby. In connection with the foregoing, if any proceeding is instituted or threatened Any filing fees required to be instituted challenging any Transaction paid as violative a result of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with shall be paid one-half by PCC and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted one-half by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleFBC.

HSR Act. (ai) Each Parent shall In furtherance and not in limitation of Section 7.04(a), each Party agrees, to the extent necessary, to file the appropriate notices, reports, and other documents pursuant to the HSR Act and under any other antitrust Law with respect to the Transactions as promptly as practicablepracticable (but, but in respect of filings pursuant to the HSR Act, in no event later than five fifteen (15) Business Days following after the execution date of the Original Asset Purchase Agreement), and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) to supply as promptly as practicable any additional information and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information documentary material that reasonably may be requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with Act or any other antitrust Law and, subject to the requirements other terms hereof, to take all other actions necessary, proper or advisable to cause the expiration or termination of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting periods under the HSR Act or and the receipt of any of the requisite clearances, approvals and authorizations under any other Antitrust antitrust Law. (ii) The Sellers and Purchaser shall, in connection with the efforts referenced in Section 7.04(d)(i) to obtain any requisite clearances, approvals and authorizations under the HSR Act and other antitrust Laws and for the Transactions, use its their respective commercially reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (iA) cooperate reasonably in all respects with the each other Parent in connection with any filing or submission and in connection with under the HSR Act or any investigation or other inquiry, including any proceeding initiated by a private party, antitrust Law; (iiB) promptly inform keep the other Parent Parties reasonably informed of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case Entity regarding any requisite clearances, approvals and authorizations of such Governmental Entity in respect of the Transactions, Transactions contemplated hereby; and (iiiC) permit the other Parent, or the other Parent’s legal counsel, Parties to review in advance on an outside counsel only basis any material written communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity in respect of the Antitrust Division, the FTC HSR Act or any other antitrust Laws and, to the extent not prohibited by such other applicable Governmental Authority orEntity, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent Parties the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (biii) Each Parent will use reasonable best efforts Purchaser, on the one hand, and the Sellers, on the other hand, agree not to resolve extend any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods waiting period under the HSR Act or other Antitrust Laws enter into any agreement with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as Entity not to enable the Parties to close consummate the Transactions as expeditiously as possiblefor any period of time, except with the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed.

HSR Act. (a) Each Parent shall To the extent required under the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), each of the Purchaser and the Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the Antitrust Laws (with the applicable filing fees to be paid by the Purchaser), (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. To Act and (iii) subject to subparagraph (e) below, to take all other reasonable actions necessary, proper or advisable to avoid each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the extent permissible under transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible, and cause the expiration or termination of the applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting periods under the HSR Act or other Antitrust Laws Act, including by requesting early termination of the waiting period provided for in the HSR Act. (b) Each of Purchaser and the Company shall use its their respective reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the each other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, inquiry (including any proceeding initiated by a private party), (ii) promptly inform the other Parent party to this Agreement of any communication received by such Party party from, or given by such Party party to, the Antitrust Divisionany Governmental Authority, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactionstransactions contemplated hereby, and (iii) permit the other Parent, or the other Parent’s legal counsel, party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Personperson, (iv) and to the extent permitted by such Governmental Authority or other person, give the other Parent party the opportunity to attend and participate in such meetings and conferences conferences. (c) If any objections are asserted with respect to the extent allowed transactions contemplated hereby under the HSR Act or if any suit is instituted (or threatened to be instituted) by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the any applicable Governmental Authority from participating in or attending any meetings private party challenging any of the transactions contemplated hereby as violative of the HSR Act or conferenceswhich would otherwise prevent, keep materially impede or materially delay the other promptly and reasonably apprised with respect theretoconsummation of the transactions contemplated hereby, (vi) cooperate reasonably in the filing each of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement Purchaser and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein Company shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby. (d) In the event that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted instituted) by a Governmental Authority or private party challenging any Transaction as violative of any Antitrust Lawthe transactions contemplated by this Agreement, each Parent will of Purchaser and the Company shall cooperate in good faith in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including transactions contemplated by pursuing all available avenues this Agreement. (e) Notwithstanding the foregoing or any other provision of administrative this Agreement the parties hereto understand and judicial appeal, unless by mutual agreement agree that the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts of any party hereto shall not obligate Purchaser or any of its Affiliates to divest or otherwise hold separate (including by establishing a trust or otherwise), or take such any similar action as may be required (or otherwise agreeing to cause the expiration do any of the notice periods under the HSR Act or other Antitrust Laws foregoing) with respect to any business, asset or property that was owned by the Company, the Purchaser or such Transactions as promptly as possible after Affiliate prior to the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibledate hereof.

HSR Act. Each of the parties will: (a) Each Parent shall as promptly as is practicable, but in no any event later than within five Business Days (5) business days following the execution and delivery hereofof this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, make its required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions filings under the HSR Act (as defined in Section 17.1); (b) as promptly as is practicable after receiving any governmental request under the HSR Act for additional information, documents, or other Antitrust Laws and materials, use its reasonable best efforts to do each of the following comply with respect to matters relating to Antitrust Laws: such request; (ic) cooperate reasonably in all respects with the other Parent in connection with resolving any filing governmental inquiry or submission and in connection with investigation relating to their respective HSR Act filings, the Merger, or any investigation related inquiry or other inquiry, including any proceeding initiated by a private party, investigation; (iid) promptly inform the other Parent of any communication received by such Party fromwith, and any proposed understanding, agreement, or given by such Party toundertaking with any governmental entity relating to their respective HSR Act filings, the Antitrust DivisionMerger, the FTC or any other Governmental Authority and of any material communication received related inquiry or given in connection with any proceeding by a private partyinvestigation; (e) to the extent reasonably practicable, in each case regarding any of the Transactions, (iii) permit give the other Parent, or the other Parent’s legal counsel, to review any material communication given by it toreasonable advance notice of, and consult with each other the opportunity to participate in advance of (directly or through its representatives), any meeting or conference withwith any governmental entity relating to their respective HSR Act filings, the Antitrust DivisionMerger, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements related inquiry or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.investigation; (bf) Each Parent will use its reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoingtake, if any proceeding is instituted or threatened cause to be instituted challenging any Transaction as violative of any Antitrust Lawtaken, each Parent will cooperate in good faith in all respects with each other appropriate action, and use to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the transactions contemplated hereby, including, without limitation, using its reasonable best efforts to contest obtain all permits, consents, approvals, authorizations, qualifications and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts orders of governmental authorities as are necessary for the consummation of the TransactionsMerger and the other transactions contemplated hereby and to fulfill the conditions set forth in Sections 11 through 13; PROVIDED that neither BUYER nor the Company will be required by this Section 8.3(f) to take any action that would have a Material Adverse Effect on the Company or BUYER, including by pursuing all available avenues of administrative and judicial appealentering into any consent decree, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act hold separate orders or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws arrangements that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.would have a Material

HSR Act. (a) Each Parent shall as As promptly as practicable, practicable after the date of this Agreement (but in no event later than five ten (10) Business Days following after the execution and delivery hereofdate of this Agreement), file with the United States Federal Trade Commission (the “FTC”) Parent and the United States Department of Justice (the “Antitrust Division”) Company shall each prepare and file the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions it under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission the transactions contemplated by this Agreement and shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with any investigation or such notification and otherwise cooperate in good faith with each other inquiry, including any proceeding initiated by a private party, and such Governmental Entities. Parent and the Company shall (iia) promptly inform the other Parent of any communication received by such Party from, to or given by such Party tofrom the Federal Trade Commission, the Antitrust Division, the FTC Department of Justice or any other Governmental Authority and Entity regarding the transactions contemplated by this Agreement, (b) give the other prompt notice of the commencement of any material communication received action, suit, litigation, arbitration, proceeding or given investigation by or before any Governmental Entity with respect to such transactions, (c) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation, (d) not participate in any meeting with any Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby without giving the other party reasonable prior notice of the meeting and, if requested by the other party, the Company or Parent (as applicable) shall request that the other party be permitted to participate in the meeting and (e) consult and cooperate with one another in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private party, in each case regarding any or on behalf of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any either such other Governmental Authority or, party in connection with any proceeding by a private partyall meetings, with actions and proceedings under or relating to the HSR Act or any other applicable competition laws; provided, however, that notwithstanding anything in this Agreement to the contrary, neither the Company nor Parent (nor their respective ultimate parent entities, as such term is used in the HSR Act) shall be required to disclose to any other party any information contained in its HSR Notification and Report Form (or other applicable form, filing, application or submission made or submitted under any other applicable competition law) which such Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authorityits sole discretion, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing deems confidential. Each of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent Company shall use commercially reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the HSR Act or and any other Antitrust applicable competition Laws with respect to such Transactions as promptly as possible after the execution date of this Agreement. In connection Filing fees with respect to the notifications required under the HSR Act shall be split evenly between Parent and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleCompany.

HSR Act. (ai) Each Parent shall In furtherance and not in limitation of Section 7.04(a), each Party agrees, to the extent necessary, to file the appropriate notices, reports, and other documents pursuant to the HSR Act and under any other antitrust Law with respect to the Transactions as promptly as practicablepracticable (but, but in respect of filings pursuant to the HSR Act, in no event later than five fifteen (15) Business Days following after the execution date hereof), and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) to supply as promptly as practicable any additional information and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information documentary material that reasonably may be requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with Act or any other antitrust Law and, subject to the requirements other terms hereof, to take all other actions necessary, proper or advisable to cause the expiration or termination of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting periods under the HSR Act or and the receipt of any of the requisite clearances, approvals and authorizations under any other Antitrust antitrust Law. (ii) The Sellers and Purchaser shall, in connection with the efforts referenced in Section 7.04(d)(i) to obtain any requisite clearances, approvals and authorizations under the HSR Act and other antitrust Laws and for the Transactions, use its their respective commercially reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (iA) cooperate reasonably in all respects with the each other Parent in connection with any filing or submission and in connection with under the HSR Act or any investigation or other inquiry, including any proceeding initiated by a private party, antitrust Law; (iiB) promptly inform keep the other Parent Parties reasonably informed of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case Entity regarding any requisite clearances, approvals and authorizations of such Governmental Entity in respect of the Transactions, Transactions contemplated hereby; and (iiiC) permit the other Parent, or the other Parent’s legal counsel, Parties to review in advance on an outside counsel only basis any material written communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity in respect of the Antitrust Division, the FTC HSR Act or any other antitrust Laws and, to the extent not prohibited by such other applicable Governmental Authority orEntity, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent Parties the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (biii) Each Parent will use reasonable best efforts Purchaser, on the one hand, and the Sellers, on the other hand, agree not to resolve extend any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods waiting period under the HSR Act or other Antitrust Laws enter into any agreement with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as Entity not to enable the Parties to close consummate the Transactions as expeditiously as possiblefor any period of time, except with the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed.

HSR Act. (a) Each Parent shall as As promptly as practicablepracticable after the date of this Agreement and in any event within ten (10) business days, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) Parent and the United States Department of Justice (the “Antitrust Division”) Company shall each prepare and file the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions it under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and in connection will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any investigation of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or other inquirythe Transactions. Without limiting the foregoing, including any proceeding initiated by a private party, Parent and the Company shall (iia) promptly inform the other Parent of any communication received by such Party from, to or given by such Party tofrom the Federal Trade Commission, the Antitrust Division, the FTC Department of Justice or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case Entity regarding any of the Transactions, (iiib) permit the each other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or proposed written communication to any such other Governmental Authority or, in connection with any proceeding by a private party, with any other PersonEntity and incorporate reasonable comments thereto, (ivc) give the other Parent prompt written notice of the commencement of any Legal Proceeding with respect to such transactions and (d) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authorityattend, (ve) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in informed as to the filing status of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority such Legal Proceeding and (viif) promptly furnish the each other Parent with copies of all correspondence, filings, filings (except for filings made under the HSR Act) and written communications between the Parent such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Authority Entity, on the other hand, in each case, with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person Filing fees with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be notifications required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after shall be borne by the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleCompany.

HSR Act. (a) Each Parent If required pursuant to applicable Law, each Party shall file as promptly soon as practicable, but and in any event no event later than five Business Days following fifteen (15) business days after the execution Agreement Date a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant similar such filing(s) with any other Governmental Entity. As deemed advisable by outside legal counsel to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal RequirementsParties, each Parent Party shall obtain all requisite approvals, clearances and authorizations respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for the Transactions under the HSR Act additional information or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: documentation. Each Party shall (i) cooperate reasonably promptly notify the other Party of any communication to that Party or its Affiliates from any Governmental Entity related to the Acquisition and, subject to applicable Law, permit the other Party or the other Party’s counsel to review in all respects advance any proposed written communication to any of the foregoing; (ii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Parent Party in connection with any filing or submission and in connection with any investigation or other inquiryadvance and, including any proceeding initiated to the extent permitted by a private partysuch Governmental Entity, (ii) promptly inform gives the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority thereat; and (viiiii) with the exception of business documents deemed confidential by Purchaser (including documents submitted as attachments to each of Purchaser’s Notification and Report Form under the HSR Act and any similar such filing(s) with any other Governmental Entity), furnish the other Parent Seller with copies of all correspondence, filings, and written communications communication (and memoranda setting forth the substance thereof) between Purchaser (its Affiliates and Representatives) on the Parent one hand, and any Governmental Authority Entity or members of their respective staffs on the other hand, with respect to this Agreement and Agreement. Purchaser shall bear the Transactions, except that responsibility for any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent required filing fees under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials4.4(a). (b) Each Parent will In furtherance and not in limitation of the other covenants of the Parties contained herein, Purchaser shall use its commercially reasonable best efforts to resolve remedy any objections antitrust concerns that any Governmental Entity may be asserted by any Person have with respect to the Transactions under consummation of the Acquisition. If any Antitrust Law. In connection with the foregoingadministrative, if any proceeding judicial or legislative Proceeding is instituted (or threatened to be instituted instituted) challenging any Transaction the sale and purchase of the Acquired Assets or the Agreement as violative of any Antitrust anti-competition Law, each Parent will Purchaser shall cooperate in good faith in all respects with each other and use its commercially reasonable best efforts to contest and resist any such proceeding Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, order that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not Acquisition. Seller shall cooperate in their respective best interests. Each Parent shall use a commercially reasonable best efforts to take manner with such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleefforts.

HSR Act. (a) Each Parent shall as The Company and the Buyer each undertakes and agrees to promptly as practicable, but in no event later than five Business Days following file a Notification and Report Form under the execution and delivery hereof, file HSR Act with the United States Federal Trade Commission (the “"FTC”") and the United States Department of Justice Justice, Antitrust Division (the “"Antitrust Division”"), and to make any other applicable competition filing or notifications required by any other Governmental Entity (including under foreign competition Laws) as promptly as practicable. The Company and the notification Buyer each shall (as applicable): (a) respond in a commercially reasonable manner and report formas promptly as practicable to any formal or informal inquiries received from the FTC or the Antitrust Division for additional information or documentary materials, if any, required for the Transactions and to all inquiries and requests received from any supplemental information requested State Attorney General or other Governmental Entity in connection therewith pursuant with antitrust or competition matters; (b) take all commercially reasonable steps to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements seek early termination of the HSR Act. To the extent permissible under any applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting period under the HSR Act or other Antitrust any similar Laws and use its reasonable best efforts to do each obtain all required approvals; and (c) refrain from entering into any agreement with the FTC or the Antitrust Division or any Governmental Entity not to consummate or delay consummation of or to give notice of consummation, other than as required by Law, of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects transactions contemplated by this Agreement, except with the other Parent in connection with any filing or submission prior written consent of the Buyer, on the one hand, and in connection with any investigation or other inquirythe Company and the Majority Sellers, including any proceeding initiated by a private party, (ii) promptly inform on the other Parent hand (which consent shall not be unreasonably withheld or delayed). Each party hereto shall promptly notify each other party hereto of any written or oral communication received by such Party from, or given by such Party toto that party from the FTC, the Antitrust Division, the FTC any State Attorney General or any other Governmental Authority Entity and of shall permit the Buyer, on the one hand, and the Company and the Majority Sellers, on the other hand, or their respective counsel to review in advance any material proposed written communication received or given in connection with any proceeding by a private party, in each case regarding response to any of the Transactionsforegoing; provided, (iii) permit the other Parenthowever, or the other Parent’s legal counsel, that no party hereto shall be required to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with disclose to any other Person, (iv) give the other Parent the opportunity party hereto or its counsel any information that such disclosing party deems to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements be competitively or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect commercially sensitive thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative receipt of any Antitrust Lawnecessary approvals under the HSR Act and any foreign competition Laws, each Parent will the Buyer shall propose, negotiate and cooperate in good faith in all respects with each other the Company and use reasonable best efforts the Majority Sellers to contest and resist any such proceeding and effect prior to have vacatedthe Closing Date, lifted, reversed or overturned any by consent decree, judgmenthold separate order or otherwise, injunction the sale, divestiture or other order, whether temporary, preliminary disposition of such assets or permanent, that is in effect and that prohibits, prevents or restricts consummation businesses of the TransactionsBuyer and its subsidiaries or the Company and the Subsidiaries (in either case in an amount not to exceed, including by pursuing all available avenues in the aggregate, the value of administrative and judicial appeal5% of the aggregate assets of the Business), unless by mutual agreement or otherwise take any action that reasonably limits the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts freedom of action with respect to take such action any of the businesses, product lines, or assets of any of the Buyer, the Buyer's subsidiaries, the Company or the Subsidiaries, as may be required in order to cause avoid the expiration entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceedings, which would otherwise have the effect of preventing or materially delaying the consummation of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. With respect to the transactions contemplated herein, each applicable Party will (a) Each Parent shall as promptly as practicableor will cause its applicable Affiliate to), but in no event later than five within seven Business Days following after the execution and delivery hereofSigning Date (or sooner, to the extent required by Applicable Law), file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust DivisionDOJ”) the required notification and report formform pursuant to the HSR Act and related requirements. Thereafter, if any, required for the Transactions each applicable Party will (or will cause its applicable Affiliate to) submit and otherwise provide any supplemental or additional information reasonably requested in connection therewith pursuant to such Applicable Laws, including any reasonable request for additional information or documentary material pursuant to 16 C.F.R. § 803.20. Such actions will comply, in all material respects, with such Applicable Laws. Buyer will pay when due all filing and submission fees under the HSR Act. Any Each applicable Party will furnish, or cause to be furnished, to the other any necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission necessary under such notification and report form and supplemental information shall be in substantial compliance with Applicable Laws. Each applicable Party will keep the requirements other Parties reasonably informed, to the extent permitted by Applicable Laws, of the HSR Act. To status of any communications with, and inquiries or requests for additional information from, the extent permissible under applicable Legal RequirementsFTC, each Parent shall obtain all requisite approvalsDOJ or any other Governmental Authority, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and and, except as provided below in this Section 5.1(a), will use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (iand, if applicable, cause its appropriate Affiliate to) and act in good faith and reasonably cooperate reasonably in all respects with the other Parent Party in connection with any filing or submission Antitrust Filings and in connection with resolving any investigation investigation, request for information or other inquiryinquiry of any such agency or other Governmental Authority under the HSR Act with respect to such filing, this Agreement or the transactions contemplated hereby. Each applicable Party will (and, if applicable, will cause its appropriate Affiliate to) act in good faith to request and pursue early termination of the waiting period required under the HSR Act. Notwithstanding anything to the contrary set forth in this Agreement, including Section 5.1, none of Buyer, Merger Sub or any proceeding initiated by a private partyof their Subsidiaries shall be required to, and the Company shall not (and shall not permit any of the Company Subsidiaries to), without the prior written consent of Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of any of the Acquired Companies, the Surviving Corporation, Buyer, Merger Sub or any of their respective Subsidiaries, (ii) promptly inform conduct, restrict, operate, invest or otherwise change the other Parent assets, business or portion of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and business of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the TransactionsAcquired Companies, the Surviving Corporation, Buyer, Merger Sub or any of their respective Subsidiaries in any manner, (iii) permit impose any restriction, requirement or limitation on the other Parentoperation of the business or portion of the business of any of the Acquired Companies, the Surviving Corporation, Buyer, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Buyer, the Company shall (and shall cause the Company Subsidiaries to) become subject to, consent to, or the other Parent’s legal counsel, to review any material communication given by it offer or agree to, and consult or otherwise take any action with each other in advance of respect to, any meeting such requirement, condition, limitation, understanding, agreement or conference withorder so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Antitrust Division, the FTC Company or any such other Governmental Authority orof the Company Subsidiaries in the event the Closing occurs, in connection with any proceeding by a private party, with any other Person, or (iv) give materially modify or waive any of the other Parent the opportunity to attend and participate in such meetings and conferences terms or conditions of this Agreement. Notwithstanding anything to the extent allowed by applicable Legal Requirements contrary set forth in this Agreement, including Section 5.1, none of Buyer, Merger Sub or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein their Affiliates shall be given only required to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employeesfile, officerstake, defend, contest or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and action or proceeding, whether judicial or administrative (or to take any action to have vacated, lifted, reversed or overturned any order, writ, assessment, decision, injunction, decree, ruling or judgment, injunction ) of or other orderagainst a Governmental Authority, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of connection with the Transactions, including transactions contemplated by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting For the foregoingavoidance of doubt, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close Sellers’ Representative is not an “applicable Party” for the Transactions as expeditiously as possiblepurposes of this Section 5.1(a).

HSR Act. (ai) Each Parent of the Purchasers and each member of the Seller Group shall make, as promptly as practicablenecessary, but in no event later than five Business Days following the execution an appropriate filing of a Notification and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith Report Form pursuant to the HSR Act. Any such notification Act with respect to the transactions contemplated hereby as promptly as practicable and report form and supplemental information shall be in substantial compliance with the requirements any event within ten (10) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. To Act and to take all other actions necessary to cause the extent permissible under expiration or termination of the applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting periods under the HSR Act or as soon as practicable. (ii) In connection with the efforts referenced in Section 5.5(a), each of the Purchasers on the one hand and each member of the Seller Group on the other Antitrust Laws and hand shall (A) use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the each other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, regarding the transactions contemplated hereby, (iiB) promptly inform keep the other Parent party or parties, including their counsel, as the case may be, informed of any material communication received by or to such Party from, party or given by such Party toits counsel from or to the FTC, the Antitrust Division, Division of the FTC Department of Justice (the “DOJ”) or any other Governmental Authority Body and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactionstransactions contemplated hereby, (iiiC) permit the other Parentparty or parties, or as the other Parent’s legal counsel, to review any material communication given by it tocase may be, and their legal counsel to review, consult with each other in advance of and consider in good faith the views of the other in connection with any correspondence, filings or communications given by it to, or between it and, the FTC, the DOJ or any other Governmental Body or in connection with any proceeding by a private party, regarding the transactions contemplated hereby, and (D) permit the other party or parties and their legal counsel to attend and participate in, any meeting or conference with, the Antitrust DivisionFTC, the FTC DOJ or any such other Governmental Authority Body or, in connection with any proceeding by a private party, with any other Person, (iv) give regarding the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialstransactions contemplated hereby. (biii) Each Parent will use reasonable best efforts The Purchasers and the members of the Seller Group and their respective legal counsels may share information, including, without limitation, information that is protected by attorney-client privilege and by the work product doctrine (the “Joint Defense Materials”) solely in order to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection comply with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution provisions of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleSection 5.5(a).

HSR Act. (ai) Each Parent shall of Seller, the Company and Buyer shall: (A) if and to the extent required by the HSR Act, file or cause to be filed, as promptly as practicable, practicable but in no event later than five the tenth (10th) Business Days following Day after the execution and delivery hereofof this Agreement, file with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice Justice, a Notification and Report Form and such other documents required to be filed by such Party under the HSR Act concerning the transactions contemplated hereby; and (B) promptly and substantially comply with or cause to be substantially complied with any request by the “Federal Trade Commission or the Antitrust Division”) Division of the notification United States Department of Justice, including any request for additional documents and report form, if any, information concerning such transactions necessary to obtain any governmental clearances required for the Transactions and any supplemental information requested in connection therewith pursuant Closing with respect to the HSR Act. Any Act or any other federal or state antitrust, competition or fair trade laws (“Other Regulatory Laws”), including, without limitation, the expiration or early termination of the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act and any applicable Other Regulatory Laws. (ii) Seller, the Company and Buyer shall cooperate with and furnish to each other such notification necessary information and report form and supplemental information shall be reasonable assistance as the other may reasonably request in substantial compliance connection with the requirements preparation of such filings and any further necessary filings or submissions under the HSR ActAct and any applicable Other Regulatory Laws. To Seller, the extent permissible under applicable Legal Requirements, each Parent Company and Buyer shall obtain all requisite approvals, clearances and authorizations for consult with one another prior to taking any substantive position with respect to the Transactions filings under the HSR Act or other Antitrust Laws any Other Regulatory Laws, in any written submission to, or, to the extent possible, in any discussions with any Governmental Authority. Seller, the Company and use its reasonable best efforts Buyer shall consult and cooperate with one another, and permit one another to do each review and discuss in advance and consider in good faith the views of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent one another, in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submission and submitted by or on behalf of any Party to any Governmental Authority in connection with proceedings under or relating to the HSR Act or any investigation or Other Regulatory Laws. Except as prohibited by law, each of Seller and the Company, on the one hand, and Buyer, on the other inquiryhand, including any proceeding initiated by a private party, shall (iiA) promptly inform notify the other Parent party of any communication received by such Party from, or given by such Party tofrom the Federal Trade Commission, the Antitrust DivisionDivision of the Department of Justice, the FTC any State Attorney General or any other Governmental Authority and, subject to applicable laws, permit the other Party to review and of discuss in advance any material proposed written communication received or given in connection with any proceeding by a private party, in each case regarding to any of the Transactionsforegoing, (iiiB) permit not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement, any related document or the transactions contemplated by this Agreement unless it consults in advance with the other ParentParty and provides the other Party with reasonable advance notice of such meeting or discussion and permits the other Party to attend such meeting or discussion (unless such Governmental Authority expressly prohibits the other Party from attending, in which case, or in the other Parent’s legal counsel, case such Party is unable to review any material communication given by it to, and consult with each other in advance of any meeting or conference withattend, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) attending Party shall give the other Parent the opportunity to attend and participate in Party a summary of such meetings and conferences to the extent allowed by applicable Legal Requirements meeting or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other discussion promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority thereafter); and (viiC) furnish the supply to each other Parent with copies of all correspondence, filings, and filings or written communications between (and memoranda setting forth the Parent substance thereof) and a summary of the material contents of any oral communications to or from such Party or its Affiliates and any Governmental Authority with respect to this Agreement and the Transactionsor staff members thereof, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Lawtransactions contemplated by this Agreement and relating to the HSR Act or Other Regulatory Laws; provided, however, that materials required to be provided pursuant to clause (C) may be redacted (1) to remove references concerning the valuation of Seller or the Company, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable privilege or confidentiality concerns. In Buyer shall pay all filing fees payable in connection with the foregoingfilings by the Parties required by the HSR Act and any applicable Other Regulatory Laws in connection with the transactions contemplated by this Agreement. (iii) The Company, Buyer, and any of their respective Subsidiaries, shall, if required by a Governmental Authority, sell, license, dispose of, hold separate or operate in any proceeding is instituted specified manner any of their respective assets or threatened businesses that are located outside Georgia and any of their respective assets or businesses that are not quarries located inside Georgia (or the Company, Buyer, and any of their respective Subsidiaries shall agree to any of the foregoing). Nothing contained in this Section 6.1 shall be instituted challenging construed so as to require the Company, or Buyer, or any Transaction as violative of their respective Subsidiaries, without Buyer’s written consent, to sell, license, dispose of, hold separate or operate in any specified manner any of Buyer’s, the Company’s or any of their respective Subsidiaries’ quarries that are located in Georgia (or to require the Company or Buyer or any of their respective Subsidiaries to agree to any of the foregoing). (iv) From the Signing Date until the Closing, 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 substantial 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, if the entering into of a definitive agreement relating thereto, or the consummation of such acquisition, merger or consolidation, could reasonably be expected to: (A) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts Governmental Authority necessary to contest and resist any such proceeding and to have vacated, lifted, reversed consummate the transactions contemplated hereby or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration or termination of the notice periods any applicable waiting period under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after any applicable Other Regulatory Law; or (B) delay, prohibit, prevent or restrict the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleClosing.

HSR Act. (a) Each Parent shall as As promptly as practicablepossible Washington Group and BNFL-USA shall make, but and shall cause their respective affiliates and WGS to make, all filings required by them in no event later than five Business Days following the execution and delivery hereof, file connection with the United States consummation of the transactions contemplated hereby with the Federal Trade Commission (the “FTC”) and the United States Department of Justice – Antitrust Division (the “Antitrust DivisionDOJ”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the parties shall cooperate with one another in connection with such filings. Any such notification Washington Group and report form and supplemental information BNFL-USA shall be in substantial compliance (i) comply at the earliest practicable date with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions any request under the HSR Act for additional information, documents or other Antitrust Laws material received by such party from the FTC or the DOJ or any other governmental authority in respect of such filings, and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (iii) cooperate reasonably in all respects with the other Parent party in connection with any filing or submission such filings, and in connection with resolving any investigation or other inquiry, including inquiry of any proceeding initiated by a private party, (ii) such agency or other governmental authority under the antitrust laws. Each party promptly shall inform the other Parent party of any communication received by such Party fromwith, and any proposed understanding, undertaking or given by such Party toagreement with, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case governmental authority regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC such filings or any such other Governmental Authority ortransaction. Each party shall be responsible for its own expenses, in connection with any proceeding by a private partyincluding fees and expenses of legal, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, financial or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding professionals engaged to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies provide services in respect of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel such filing on behalf of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Lawparty. In connection with the foregoingtransactions contemplated by this Agreement, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust LawWashington Group and BNFL-USA shall use, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in shall cause their respective best interests. Each Parent shall use affiliates to use, commercially reasonable best efforts to take such action as may be required to cause fulfill the expiration requirements of the notice periods under the HSR Act or other Antitrust Laws any state statutes, rules, regulations, orders or decrees designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to such Transactions the transactions contemplated hereby as promptly as possible after the execution of this Agreement. In connection with and without limiting Notwithstanding anything to the foregoingcontrary provided herein, each Parent neither Washington Group or any of its affiliates nor BNFL-USA or any of its affiliates shall use reasonable best efforts be required (i) to take promptly divest any and all steps necessary of its businesses, product lines or assets (including, for Washington Group, any of the WGS assets or the WGES Assets), (ii) to avoid agree to any limitation on the operation or eliminate each and every impediment conduct of its business (including, for Washington Group, WGS’ business or WGES’ business), or (iii) to waive any of the provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not be effective until the early termination or expiration of the applicable waiting period under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleHSR Act.

HSR Act. (a) Each Parent If required pursuant to applicable Law, each Party shall file as promptly soon as practicable, but and in any event no event later than five three (3) Business Days following after the execution of a LOI by the Parties, or if no LOI is executed by the Parties, after the Execution Date except as mutually agreed otherwise, a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report formJustice, if any, required for the Transactions and as well as any supplemental information requested in connection therewith pursuant to the HSR Actother necessary premerger or competition filings. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal RequirementsAs deemed advisable, each Parent Party shall obtain all requisite approvals, clearances and authorizations respond as promptly as practicable to any inquiries or requests received from any Governmental Authority in the Territory for the Transactions under the HSR Act additional information or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: documentation. Each Party shall (i) cooperate reasonably promptly notify the other Party of any communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or the other Party’s counsel to review in all respects advance any proposed written communication to any of the foregoing; (ii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Parent Party in connection with any filing or submission and advance and, to the extent permitted by such Governmental Authority in connection with any investigation or other inquirythe Territory, including any proceeding initiated by a private party, (ii) promptly inform gives the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority thereat; and (viiiii) subject to applicable Law and any other reasonable confidentiality obligations of the disclosing Party, furnish the other Parent Party with copies of all correspondence, filings, and written communications communication (and memoranda setting forth the substance thereof) (including documents submitted as attachments to each Party’s Notification and Report Form under the HSR Act) between such Party (its affiliates, and its respective Representatives) on the Parent one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Transactions, except that Agreement. The responsibility for any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein required HSR Act filing fees shall be given only to the outside legal counsel of the recipient split 50/50 between Purchaser and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialsSeller. (b) Each Parent will use reasonable best efforts In furtherance and not in limitation of the other covenants of the Parties contained herein, Purchaser shall have the right, but not the obligation, to resolve seek to remedy any objections material competition concerns that any Governmental Authority may be asserted by any Person have with respect to the Transactions under consummation of the Transactions. If any Antitrust Law. In connection with the foregoingadministrative, if any proceeding judicial or legislative Action is instituted (or threatened to be instituted instituted) challenging the sale and purchase of the Purchased Assets or any Transaction of the Transactions as violative of any Antitrust anti-competition Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts Purchaser may, but shall not be required to, elect to contest and resist any such proceeding Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, order that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection the event Purchaser elects not to seek to remedy any such competition concerns of a Governmental Authority after being given notice thereof, Seller may terminate this Agreement by giving notice of termination to Purchaser. Seller shall cooperate in a commercially reasonable manner with and without limiting the foregoing, each Parent shall use reasonable best any efforts of Purchaser to take promptly remedy any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any such competition concerns of a Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent and the Company shall file as soon as practicable after the date of this Agreement notifications under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (if necessary) or any other filing required by Antitrust Laws and shall respond as promptly as practicable, but in no event later than five Business Days following practicable to all inquiries or requests received from the execution and delivery hereof, file with the United States Federal Trade Commission (or the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification for additional information or documentation and report form, if any, required for the Transactions shall respond as promptly as practicable to all inquiries and requests received from any supplemental information requested State Attorney General or other Governmental Entity in connection therewith pursuant to with antitrust matters; provided, that Parent and Company agree that within five business days after the HSR Act. Any such notification date of this Agreement, Parent and report form Company shall have completed and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions delivered initial notifications under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) if necessary). The parties shall cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance connection with the making of all such filings or responses, including notifying the other party of any meeting communications or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection discussions with any proceeding by a private party, with any other Person, (iv) give government agency and using reasonable efforts where practicable to afford the other Parent party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements communications or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialsdiscussions. (b) Each of Parent will and the Company shall use commercially reasonable best efforts to resolve any objections that such objections, if any, as may be asserted by any Person Governmental Entity with respect to the Transactions transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust LawLaws”). In connection with the foregoingtherewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted instituted) challenging any Transaction transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent will and the Company shall cooperate in good faith in all respects with each other and use all commercially reasonable best efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanentpermanent (each an “Order”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealtransactions contemplated hereby or any such other transactions, unless by mutual agreement Parent and the Members Company decide that litigation is not in their respective best interests. Each Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor the Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. (c) Notwithstanding anything to the contrary in this Agreement, (i) Parent shall use reasonable best efforts to take such action as may not be required to cause the expiration divest any of the notice periods under the HSR Act its businesses, product lines or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoingassets, each Parent shall use reasonable best efforts or to take promptly or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Parent and all steps necessary (ii) the Company shall not be required to avoid divest any of its businesses, product lines or eliminate each and every impediment under assets, or to take or agree to take any Antitrust Laws other action or agree to any limitation that may could reasonably be asserted by any Governmental Authority, so as expected to enable have a Material Adverse Effect on the Parties to close the Transactions as expeditiously as possible.Company

HSR Act. (a) Each Parent party hereto shall as (i) take promptly as practicable, but all actions necessary to make the filings required of it or any of its affiliates under any applicable Antitrust Laws in no event later than five Business Days following the execution and delivery hereof, file connection with the United States Federal Trade Commission (the “FTC”) this Agreement and the United States Department transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of Justice its affiliates from any Antitrust Authority and (the “Antitrust Division”iii) the notification and report form, if any, required for the Transactions and any supplemental information requested cooperate with one another in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible any filing under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to do each of the following resolve such objections, if any, as may be asserted with respect to matters relating to the transactions contemplated by this Agreement under any Antitrust Laws: Law. Without limiting the generality of the foregoing, "reasonable best efforts" shall include, without limitation: (i) cooperate reasonably in all respects the case of each of Parent and the Company: (A) filing with the other appropriate Antitrust Authorities no later than the fifth (5/th/) day following the date hereof a Notification and Report Form with respect to the transactions contemplated by this Agreement; and (B) if Parent or the Company receives a formal request for information and documents from an Antitrust Authority, substantially complying with such formal request within 60 days following the date of its receipt thereof or such shorter period as is required by applicable Antitrust Laws; and (ii) in the case of the Company only, subject to Parent's compliance with clause (i) above, not frustrating or impeding Parent's strategy or negotiating positions with any Antitrust Authority; provided, however, that in no event shall Parent or any of its Subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Offer or the Merger) in connection with or as a condition to receiving the consent or approval of any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, Antitrust Authority. (iic) Each party hereto shall promptly inform the other Parent parties of any material communication made to, or received by such Party party from, any Antitrust Authority or given by such Party toany other governmental or regulatory authority regarding any of the transactions contemplated hereby. (d) For purposes of this Agreement, (i) "Antitrust Authorities" means the Federal Trade Commission, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.attorneys general

HSR Act. (a) Each Parent If required pursuant to applicable Law, each Party shall file as promptly soon as practicable, but and in any event no event later than five three (3) Business Days following after the execution of a LOI by the Parties, or if no LOI is executed by the Parties, after the Execution Date except as mutually agreed otherwise, a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report formJustice, if any, required for the Transactions and as well as any supplemental information requested in connection therewith pursuant to the HSR Actother necessary premerger or competition filings. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal RequirementsAs deemed advisable, each Parent Party shall obtain all requisite approvals, clearances and authorizations respond as promptly as practicable to any inquiries or requests received from any Governmental Authority in the Territory for the Transactions under the HSR Act additional information or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: documentation. Each Party shall (i) cooperate reasonably promptly notify the other Party of any communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or the other Party's counsel to review in all respects advance any proposed written communication to any of the foregoing; (ii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Parent Party in connection with any filing or submission and advance and, to the extent permitted by such Governmental Authority in connection with any investigation or other inquirythe Territory, including any proceeding initiated by a private party, (ii) promptly inform gives the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority thereat; and (viiiii) subject to applicable Law and any other reasonable confidentiality obligations of the disclosing Party, furnish the other Parent Party with copies of all correspondence, filings, and written communications communication (and memoranda setting forth the substance thereof) (including documents submitted as attachments to each Party's Notification and Report Form under the HSR Act) between such Party (its affiliates, and its respective Representatives) on the Parent one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Transactions, except that Agreement. The responsibility for any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein required HSR Act filing fees shall be given only to the outside legal counsel of the recipient split 50/50 between Purchaser and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialsSeller. (b) Each Parent will use reasonable best efforts In furtherance and not in limitation of the other covenants of the Parties contained herein, Purchaser shall have the right, but not the obligation, to resolve seek to remedy any objections material competition concerns that any Governmental Authority may be asserted by any Person have with respect to the Transactions under consummation of the Transactions. If any Antitrust Law. In connection with the foregoingadministrative, if any proceeding judicial or legislative Action is instituted (or threatened to be instituted instituted) challenging the sale and purchase of the Purchased Assets or any Transaction of the Transactions as violative of any Antitrust anti-competition Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts Purchaser may, but shall not be required to, elect to contest and resist any such proceeding Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, order that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection the event Purchaser elects not to seek to remedy any such competition concerns of a Governmental Authority after being given notice thereof, Seller may terminate this Agreement by giving notice of termination to Purchaser. Seller shall cooperate in a commercially reasonable manner with and without limiting the foregoing, each Parent shall use reasonable best any efforts of Purchaser to take promptly remedy any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any such competition concerns of a Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent party hereto shall as (i) take promptly as practicable, but ------- all actions necessary to make the filings required of it or any of its affiliates under any applicable Antitrust Laws in no event later than five Business Days following the execution and delivery hereof, file connection with the United States Federal Trade Commission (the “FTC”) this Agreement and the United States Department transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of Justice its affiliates from any Antitrust Authority and (the “Antitrust Division”iii) the notification and report form, if any, required for the Transactions and any supplemental information requested cooperate with one another in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible any filing under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiryresolve such objections, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent mayif any, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions transactions contemplated by this Agreement under any Antitrust Law. In connection with Without limiting the generality of the foregoing, "reasonable best efforts" shall include, without limitation: (i) in the case of each of Parent and the Company: (A) filing with the appropriate Antitrust Authorities no later than the fifth (5th) day following the date hereof a Notification and Report Form with respect to the transactions contemplated by this Agreement; and (B) if any proceeding Parent or the Company receives a formal request for information and documents from an Antitrust Authority, substantially complying with such formal request within 60 days following the date of its receipt thereof or such shorter period as is instituted required by applicable Antitrust Laws; and (ii) in the case of the Company only, subject to Parent's compliance with clause (i) above, not frustrating or threatened to be instituted challenging any Transaction as violative of impeding Parent's strategy or negotiating positions with any Antitrust LawAuthority, each provided that in no -------- ---- event shall Parent will cooperate in good faith in all respects or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with each other and use reasonable best efforts respect to contest and resist any such proceeding and to have vacatedassets (tangible or intangible) or any business interest of it or any of its subsidiaries (including, liftedwithout limitation, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the Surviving Corporation after consummation of the TransactionsOffer or the Merger) in connection, including with or as a condition to receiving the consent or approval of, any Antitrust Authority. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by pursuing all available avenues of administrative and judicial appealsuch party from, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration any Antitrust Authority or any other governmental or regulatory authority regarding any of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent shall as As promptly as practicablepracticable after the date of this Agreement and in any event within ten (10) Business Days, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) Parent and the United States Department of Justice (the “Antitrust Division”) the notification and report formCompany shall, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to by the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances prepare and authorizations for file the Transactions notification required of it under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission and U.S. Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and in connection will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any investigation of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or other inquirythe Transactions. Without limiting the foregoing, including any proceeding initiated by a private party, Parent and the Company shall: (iia) promptly inform the other Parent of any communication received by such Party from, to or given by such Party tofrom the U.S. Federal Trade Commission, the Antitrust Division, the FTC U.S. Department of Justice or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case Entity regarding any of the Transactions, ; (iiib) permit the each other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or proposed written communication to any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, Entity and incorporate reasonable comments thereto; (ivc) give the other Parent prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (d) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, attend; (ve) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in informed as to the filing status of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority such Legal Proceeding; and (viif) promptly furnish the each other Parent with copies of all correspondence, filings, filings (except for filings made under the HSR Act) and written communications between the Parent such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Authority Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Parent, except that any materials containing valuation informationon the one hand, internal financial informationand the Company, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to on the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein hand, shall be given only to the outside legal counsel each pay 50% of the recipient and will not be disclosed any filing fees required by such outside counsel to employeesGovernmental Entities, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person including with respect to the Transactions under any Antitrust Law. In registrations, declarations and filings required in connection with the foregoingexecution, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative delivery and performance of any Antitrust Lawthis Agreement, each Parent will cooperate in good faith in all respects with each other the performance of the obligations hereunder and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not filing fees in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods connection with filings under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleAct.

HSR Act. (a) Each Parent In furtherance and not in limitation of the foregoing, the Parties hereto shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report formuse their respective reasonable best efforts to resolve such objections, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant as may be asserted with respect to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or regulations of the HSR Act. To the extent permissible under applicable Legal Requirementsany Governmental Entity, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under including the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to ("Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with "); provided, however, that neither HWI or any filing HWI Subsidiary, nor any Lemmerz Holding or submission and in connection with any investigation or other inquiryLemmerz Subsidiary, including any proceeding initiated by a private party, (ii) promptly inform the other Parent shall be required to dispose of any communication received by such Party fromassets, or given by such Party tocommit to any divestiture transaction, which would reasonably be expected to cause an HWI Material Adverse Effect or a Lemmerz Material Adverse Effect, or materially impair the Antitrust Division, the FTC ability of HWI or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other ParentHWI Subsidiary, or the other Parent’s legal counselLemmerz Holding or any Lemmerz Subsidiary, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, conduct its business after the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) Closing in the event one Parent manner it is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materialsnow being conducted. (b) Each Parent will use reasonable best efforts to resolve Party hereto shall promptly inform the other of any objections that may be asserted material communication from the United States Federal Trade Commission, the Department of Justice, the German Federal Cartel Office or any other Governmental Entity regarding any of the transactions contemplated by 98 105 this Agreement. If any Person Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions under transactions contemplated by this Agreement, then such Party will cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The Lemmerz Shareholders shall advise HWI promptly in respect of any Antitrust Law. In understandings, undertakings or agreements (oral or written) which any of them, or Lemmerz Holding or any Lemmerz Subsidiary, proposes to make or enter into with the Federal Trade Commission, the Department of Justice, the German Federal Cartel Office or any other Governmental Entity in connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including transactions contemplated by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent If the Company delivers an Option Exercise Notice and the issuance of Securities pursuant to such Option Exercise Notice requires a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any successor statute, as amended and in effect from time to time (the “HSR Act”), (i) the Parties shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust DivisionDOJ”) a Notification and Report Form relating to such issuance of Shares and (ii) the notification and report form, if any, required Closing Date for such issuance of Shares shall be delayed until the Transactions and any supplemental information requested in connection therewith pursuant to date that is ten (10) business days following the expiration or termination of the applicable waiting period under the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements . (b) Each of the HSR Act. To Parties shall, to the extent permissible under permitted by applicable Legal RequirementsLaw and not prohibited by the FTC or DOJ, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Lawsthe filing described in clause (a) above: (i) cooperate reasonably in all respects and coordinate with the other Parent in the making of such filing (including providing copies, or portions thereof, of all such documents to the other Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection with any filing or submission therewith) and in connection with resolving any investigation investigation, request or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent inquiry of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to such filing; (ii) supply the other Parent under this Section 6.13(aParty (or its outside counsel) as “outside counsel only.” Such materials and the with any information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted required or requested by any Person with respect to the Transactions under any Antitrust Law. In Governmental Authority in connection with such filing; (iii) respond as promptly as reasonably practicable and advisable to any inquiries received from the foregoingFTC or the DOJ in connection with such filing; and (iv) use reasonable efforts to take, if any proceeding is instituted or threatened cause to be instituted challenging any Transaction as violative of any Antitrust Lawtaken, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding actions and to have vacateddo, liftedor cause to be done, reversed and to assist and cooperate with the other Party hereto in doing, all things necessary, proper or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required advisable to cause the expiration or termination as early as possible of the notice applicable waiting periods under the HSR Act, provided that neither the Company nor any Lennar Entity, nor any of their respective subsidiaries or affiliates, will be required to dispose of or discontinue any aspect of its business in order to cause the expiration or termination of the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possiblewaiting periods.

HSR Act. Each party hereto shall (ai) Each Parent shall as take promptly as practicable, but all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in no event later than five Business Days following the execution and delivery hereof, file connection with the United States Federal Trade Commission (the “FTC”) this Agreement and the United States Department of Justice (the “Antitrust Division”) the notification and report formtransactions contemplated hereby, if any, required for the Transactions and any supplemental information requested in connection therewith including but not limited to filing pursuant to the HSR Act. Any such notification Act no later than the tenth (10th) day following the date hereof a Notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following Report Form with respect to matters relating to the transactions contemplated by this Agreement, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Laws: Authority, and (iiii) cooperate reasonably in all respects with the other Parent one another in connection with any filing or submission under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry, including any proceeding inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (a) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Parent and the Company, if Parent or the Company receives a private partyformal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within sixty (60) days following the date of its receipt thereof or such; and (ii) promptly inform in the other Parent case of any communication received by such Party fromthe Company only, subject to Parent's compliance with clause (i) above, not frustrating or given by such Party to, the Antitrust Division, the FTC impeding Parent's strategy or any other Governmental Authority and of any material communication received or given in connection negotiating positions with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve party hereto shall promptly inform the other parties of any objections that may be asserted material communication made to, or received by any Person with respect to the Transactions under such party from, any Antitrust Law. In connection with the foregoing, if Authority or any proceeding is instituted or threatened to be instituted challenging other Governmental Entity regarding any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent shall The Parties shall, as promptly as practicable, but in no event later than five Business Days following the execution prepare and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, any notifications required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating the transactions contemplated hereby. The Parties shall enter into good faith negotiations regarding how, in the best interests of both Parties, to Antitrust Laws: (i) cooperate reasonably in all respects with respond to any inquiries or requests received from the other Parent Federal Trade Commission or the Department of Justice for additional information or documentation in connection with antitrust or related matters. Each Party shall (A) give the other Parties notice of the commencement or threat of commencement of any filing legal proceeding by or submission and in connection before any court or Governmental Authority with respect to the Merger or any investigation or of the other inquiry, including any proceeding initiated transactions contemplated by a private partythis Agreement, (iiB) promptly keep the other Parties informed as to the status of any such legal proceeding or threat, and (C) inform the other Parent Parties of any communication received by such Party from, to or given by such Party tofrom the Federal Trade Commission, the Antitrust Division, the FTC Department of Justice or any other Governmental Authority regarding the Merger. Except as may be (i) prohibited by any Governmental Authority or by any Applicable Law or (ii) necessary in order to protect the confidential information of Parent, Parent, on the one hand, and of any material communication received or given in connection with any proceeding by a private partythe Company, in each case regarding any of the Transactions, (iii) permit on the other Parenthand, or the other Parent’s legal counsel, to review any material communication given by it towill (1) consult and cooperate with one another, and consult with each other will consider in advance good faith the views of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority orone another, in connection with any proceeding by a private partyanalysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any other Person, legal proceeding under or relating to the HSR Act and (iv2) give will permit authorized Representatives of the other Parent the opportunity to attend be present at each meeting or conference relating to any such legal proceeding to and participate be consulted in such meetings and conferences connection with any document, opinion or proposal made or submitted to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable any Governmental Authority from participating in connection with any such legal proceeding. The foregoing notwithstanding, Parent shall have no obligation to agree to any request or attending any meetings demand for action or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondenceinaction, or any other written communications explaining or defending the Transactionsproposal, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish antitrust regulatory agency as a condition for any antitrust related approval of the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial informationtransaction, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent mayany combination thereof, as it deems advisable and necessaryif the action or inaction requested or demanded could, reasonably designate any competitively sensitive material provided in the reasonable discretion of Parent, impact its ability to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel enjoy all of the recipient and will not be disclosed by such outside counsel to employeesanticipated synergies, officers, or directors efficiencies and/or profitability of the recipient, unless express written permission is obtained in advance from the source of the materialsproposed transaction. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. If applicable, UNOVA and Purchaser shall promptly file the Pre-merger Notification and Report Form (a“HSR Filing”) Each Parent shall required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission amended (the “FTCHSR Act”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements transactions contemplated hereby, and shall promptly respond to any requests for information. In connection with the efforts referenced herein, each of the HSR Act. To Purchasing Entities on the extent permissible under applicable Legal Requirementsone hand, and each Parent of the Selling Entities on the other hand, shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and (i) use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent Parties hereto in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, regarding the transactions contemplated hereby, (ii) promptly inform keep the other Parent Parties, including their counsel, as the case may be, informed of any material communication received by or to such Party from, party or given by such Party toits counsel from or to the Federal Trade Commission (the “FTC”), the Antitrust Division, Division of the FTC Department of Justice (the “DOJ”) or any other Governmental Authority Body and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactionstransactions contemplated hereby, (iii) permit the other ParentParties and their legal counsel to review, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of and consider in good faith the views of the other in connection with any correspondence, filings or communications given by it to, or between it and, the FTC, the DOJ or any other Governmental Body or in connection with any proceeding by a private party, regarding the transactions contemplated hereby, and (iv) permit the other Parties and their legal counsel to attend and participate in, any meeting or conference with, the Antitrust DivisionFTC, the FTC DOJ or any such other Governmental Authority Body or, in connection with any proceeding by a private party, with any other Person, (iv) give regarding the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel onlytransactions contemplated hereby.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent shall as promptly as practicableSubject to the terms and conditions of this Agreement, but in no event later than five Business Days following each of the execution parties will (i) use commercially reasonable efforts to take, or cause to be taken, all actions and delivery hereofto do, file with or cause to be done, all things necessary under applicable Antitrust Laws to consummate the United States Federal Trade Commission transactions contemplated by this Agreement, (ii) if the “FTC”) transactions contemplated hereby require a Notification and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith Report Form pursuant to the HSR Act. Any , use commercially reasonable efforts to file such notification Notification and report form Report Form with respect to the transactions contemplated by this Agreement within ten (10) Business Days following the Effective Date, supplying as promptly as practicable any additional information and supplemental information shall documentary material that may be in substantial compliance requested pursuant to the HSR Act and (iii) use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall efforts referenced in Section 5.3(a) to obtain all requisite approvals, clearances approvals and authorizations for the Transactions transactions contemplated by this Agreement under the HSR Act or any other Antitrust Laws and use its reasonable best efforts to do Law, each of the following with respect parties shall use commercially reasonable efforts to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the each other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform keep the other Parent parties informed in all material respects of any material communication received by such Party party from, or given by such Party party to, the Antitrust DivisionFederal Trade Commission (the “FTC”), the FTC Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority Government authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, transactions contemplated by this Agreement and (iii) permit the other Parent, or the other Parent’s legal counsel, parties to review any material communication given by to it toby, and consult with each other in advance of any meeting or conference with, the Antitrust DivisionFTC, the FTC DOJ or any such other Governmental Authority or, Government authority in connection with any proceeding by a private party, with any other Person, (iv. The foregoing obligations in this Section 5.3(b) give the other Parent the opportunity to attend and participate in such meetings and conferences shall be subject to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Confidentiality Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under confidential information of Buyer and Seller, and any Antitrust Law. In attorney-client, work product or other privilege, and each of the parties to this Agreement will coordinate and cooperate fully with the other parties to this Agreement in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative foregoing and in seeking early termination of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice applicable waiting periods under the HSR Act Act. Any competitively sensitive information that is disclosed pursuant to this Section 5.3(b) will be limited to each party’s respective counsel and economists pursuant to a separate customary confidentiality agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other Antitrust Laws action that, in the reasonable judgment of Buyer, could be expected to limit the right of Buyer to own or operate all or any portion of their respective businesses or assets. Neither Seller nor any of its Affiliates shall, without Buyer’s written consent, in Buyer’s sole discretion, discuss 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 Buyer’s freedom of action with respect to, or Buyer’s ability to such Transactions as promptly as possible after retain any of the execution businesses, product lines or assets of, the Business to be acquired or otherwise receive the full benefits of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent shall as promptly as practicable, but in no event later than five Business Days following Prior to the execution and delivery date hereof, file Buyer and CBIZ, on the one hand, and Seller, on the other hand, have filed with the United States U.S. Federal Trade Commission (the “FTC”) and the United States Antitrust Division of the U.S. Department of Justice (the “Antitrust DivisionDOJ”) an appropriate Notification and Report Form relating to this Agreement and the notification transactions contemplated hereby as required by the HSR Act (the “HSR Filing”). Each of Buyer and report form, if any, Seller shall (i) use reasonable best efforts to supply any additional information that reasonably may be required for or requested by the Transactions and any supplemental information requested FTC or the DOJ in connection therewith pursuant to with the HSR Act. Any such notification Filing, and report form and supplemental information shall be in substantial compliance with (ii) use reasonable best efforts to cause the requirements expiration or termination of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting periods under the HSR Act or as soon as practicable. Buyer and CBIZ, on the one hand, and Seller, on the other Antitrust Laws and use its reasonable best efforts to do each hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent transactions contemplated by this Agreement in connection with any filing filings or submission and in connection with investigations with, by or before any investigation Governmental Authority relating to this Agreement or other inquirythe transactions contemplated hereby, including any proceeding proceedings initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in . In connection with any proceeding by a private partyand without limiting the foregoing, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed reasonably practicable and unless prohibited by applicable Legal Requirements Law or by the applicable Governmental Authority, each of Buyer and CBIZ, on the one hand, and Seller, on the other hand, shall (vi) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable give each other reasonable advance notice of all meetings with any Governmental Authority from participating relating to the transaction contemplated by this Agreement, (ii) give each other an opportunity to participate in or attending any meetings or conferenceseach of such meetings, (iii) keep the such other promptly and party reasonably apprised with respect theretoto any oral communications with any Governmental Authority regarding the transaction contemplated by this Agreement, (viiv) reasonably cooperate reasonably in the filing of any analyses, presentations, memoranda, white papersbriefs, filingsarguments, correspondence, opinions or other written communications explaining or defending the Transactionstransaction contemplated by this Agreement, articulating any regulatory or competitive argument, argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the transactions contemplated by this Agreement, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the transactions contemplated by this Agreement, and (vii) furnish cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other Parent with copies respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 7.1(b). Any such disclosures, rights to participate or provisions of all correspondenceinformation by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. Notwithstanding any provision contained in this Agreement to the contrary (including Section 6.1(a)), filingsneither Buyer, CBIZ nor any Affiliate of Buyer or CBIZ shall be required to: (A) (1) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer, CBIZ or any of their Affiliates or Seller contemporaneously with or after the Closing and written communications between regardless as to whether a third party purchaser has been identified or approved prior to the Parent and Closing, (2) accept any operational restriction or take or commit to take such other actions that may limit Buyer’s, CBIZ’s or any of their Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets (including, without limitation, any of the Acquired Assets), or (3) propose, negotiate, offer or enter into any judgment, consent decree, hold separate order or other agreement to effectuate any of the foregoing; (B) terminate, amend or otherwise modify any Contract or other business relationship as may be required to obtain any necessary clearance of any Governmental Authority with respect or to this Agreement and obtain termination of any applicable waiting period under any the TransactionsHSR Act; or (C) defend, except that contest or resist any materials containing valuation informationaction or proceeding, internal financial informationwhether judicial or administrative, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate to take any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and action to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of connection with the Transactions, including transactions contemplated by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection No party hereto will agree to extend any waiting period or enter into any agreement or understanding with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable Authority without the Parties to close prior written consent of the Transactions as expeditiously as possibleother parties (which consent shall not be unreasonably withheld or delayed).

HSR Act. In the event that Parent, the Company or any shareholder of Parent or the Company reasonably determines that it is required to make pre-merger notification filings (an “Antitrust Filing”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any corresponding law or regulation of any foreign Governmental Authority (a “Foreign Antitrust Filing”) with respect to the Merger and the other transactions contemplated hereby such party shall promptly notify each other party of such requirement and thereafter each of the parties will: (a) Each Parent shall as promptly as is practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, make its required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions filings under the HSR Act or any laws mandating a Foreign Antitrust Filing and in connection therewith seek early termination of any applicable waiting periods thereunder; (b) as promptly as is practicable after receiving any governmental request under the HSR Act or any corresponding law or regulation of any foreign Governmental Authority for additional information, documents, or other Antitrust Laws and materials, use its commercially reasonable best efforts to do each of the following comply with respect to matters relating to Antitrust Laws: such request; (ic) cooperate reasonably in all respects with the other Parent in connection with resolving any filing governmental inquiry or submission and in connection with investigation, whether domestic or foreign, relating to their respective HSR Act filings, Foreign Antitrust Filings, the Merger or any investigation related inquiry or other inquiry, including any proceeding initiated by a private party, investigation; (iid) promptly inform the other Parent of any communication received by such Party fromwith, and any proposed understanding, agreement, or given by such Party toundertaking with any governmental entity, whether domestic or foreign, relating to their respective HSR Act filings, Foreign Antitrust Filings, the Antitrust Division, the FTC Merger or any other Governmental Authority and of any material communication received related inquiry or given in connection with any proceeding by a private partyinvestigation; (e) to the extent reasonably practicable, in each case regarding any of the Transactions, (iii) permit give the other Parent, or the other Parent’s legal counsel, to review any material communication given by it toreasonable advance notice of, and consult with each other the opportunity to participate in advance of (directly or through its representatives), any meeting or conference withwith any governmental entity, whether domestic or foreign, relating to their respective HSR Act filings, Foreign Antitrust Filings, the Antitrust Division, the FTC Merger or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences related inquiry or investigation to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, law; and (vf) pay any filing fees required to be paid in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised connection with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, such filings, correspondenceif any, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In in connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Foreign Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleFilings.

HSR Act. Subject to the terms and conditions of this Agreement, the Seller Parties and the Purchaser shall use their respective reasonable best efforts to make all necessary filings required under the HSR Act (aincluding, but not limited to, the Notification and Report Form 67 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (16 C.F.R. Part 803 - Appendix)) Each Parent shall as soon as the Purchaser determines is prudent and practicable but not later than twenty (20) Business Days after the date of this Agreement, and each party agrees to supply as promptly as practicablepracticable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant thereto. From the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, but each party hereto shall promptly notify the other party of any pending or threatened action or investigation by any Governmental Entity seeking to restrain or prohibit the consummation of the transactions contemplated hereby or otherwise limit the right of the Purchaser to own or operate all or any portion of the Business or the Acquired Assets. To the extent permitted by applicable Law, the parties will consult and cooperate with one another, and consider in no good faith the views of one another, in connection with all filings, applications, notices, analyses, appearances, presentations, memoranda, submissions, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party before any Governmental Entity in connection with the approval of the contemplated transactions (except with respect to Taxes); provided, however, that in the event later than five Business Days following of a disagreement concerning any such filing, application, notice, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal, the execution determination of the Purchaser shall be conclusive; provided, further that nothing will prevent a party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in response to a request therefore. In addition, except as prohibited by Law, the Company shall (i) promptly notify the Purchaser of any communication to the Company from any Governmental Entity relating to the approval or disapproval of the transactions contemplated hereby; and delivery hereof(ii) not participate in any meetings or substantive discussions with any Governmental Entity with 68 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, file MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. respect thereto without consulting with and offering the Purchaser a meaningful opportunity to participate in such meetings or discussions. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall take all actions that are necessary to permit and cause the Closing to occur as soon as possible and in any event prior to the September 30, 2007, including taking all actions that are necessary to comply with any requirement, request or condition sought or imposed by the United States Federal Trade Commission ("FTC") or the “FTC”) and Antitrust Division of the United States Department of Justice ("DOJ") or other Governmental Entity, relating in any way to this Agreement or the “Antitrust Division”consummation of the transactions contemplated hereby ("Government Conditions"), where the failure to satisfy any Government Condition would prevent or make illegal such timely consummation of the transactions contemplated hereby, including (i) proposing, negotiating, offering to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, out- license or other disposition of such of the Acquired Assets as the Purchaser deems necessary (a "Disposition"), and (ii) taking all other actions necessary or reasonable, as determined by the Purchaser, including instigating or defending any proceeding or litigation, making reasonable offers of compromise, and promptly removing or causing to be removed any direction, determination, requirement, injunction, order, condition or limitation, that prevents or would prevent, or that makes illegal, the timely consummation of the transactions contemplated by this Agreement. Notwithstanding the immediately preceding sentence, (x) the notification Purchaser, in its sole discretion, may decide not to enter into any Disposition, settlement, undertaking, condition or limitation otherwise necessary to comply with any Government Conditions, and report form(y) the Purchaser shall not be required to enter into a Disposition with respect to any assets other than the Acquired Assets. In furtherance of the foregoing, if anyexcept as prohibited by Law, the Company shall, at the Purchaser's request, take all actions that are reasonably necessary to comply with any Government Conditions; provided, however, that in the event that the Acquired Assets are to be sold, divested, out-licensed or otherwise disposed of in a transaction other than the Closing, the Seller Parties shall not be obligated to take any such action unless as a condition to such transaction the third party involved therein is required for to execute and deliver the Transactions Non-Competition, Confidentiality and any supplemental information requested Development Agreement or in lieu thereof, the Entrepreneurs shall otherwise be compensated therefor or otherwise receive the benefit of their bargain pursuant thereto. If the Closing Date shall not have occurred on or prior to September 30, 2007, the Purchaser shall thereafter be required to use its continuous best efforts to cause the Closing to occur as promptly as reasonably practicable thereafter, and the Seller Parties shall provide such cooperation and assistance as shall be necessary in connection therewith pursuant without unreasonable disruption to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements operation of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each business of the following with respect to matters relating to Antitrust Laws: Seller Parties (i) cooperate reasonably in all respects with other than the other Parent in connection with any filing or submission and in connection with any investigation or other inquiryBusiness); provided, including any proceeding initiated by a private partyhowever, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein no party shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause take or refrain from taking any action in violation of applicable Law. The Purchaser shall indemnify the expiration Seller Indemnified Parties and hold the Seller Indemnified Parties harmless against any Damages that the Seller Indemnified Parties incur by reason of the notice periods under the HSR Act or other Antitrust Laws their compliance with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleSection 7.5.

HSR Act. (ai) Each Parent shall of the Parties shall: (A) file or cause to be filed, as promptly as practicable, practicable but in no event later than five (5) Business Days following after the execution and delivery hereofof this Agreement, file with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice Justice, a Notification and Report Form and such other documents as required to be filed by such Party under the HSR Act concerning the transactions contemplated by this Agreement; and (B) promptly and substantially comply with or cause to be substantially complied with any request by the “Federal Trade Commission or the Antitrust Division”) Division of the notification United States Department of Justice, including any request for additional documents and report form, if any, information concerning such transactions necessary to obtain any governmental clearances required for Closing with respect to the Transactions HSR Act, including the expiration or early termination of the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act. Whether or not the transactions contemplated by this Agreement are consummated, Buyer shall be responsible for the payment of all filing fees in connection with any filings made under the HSR Act in connection with the transactions contemplated by this Agreement. (ii) The Parties shall cooperate with and furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of such filings and any supplemental information requested further necessary filings or submissions under the HSR Act. The Parties shall consult with one another prior to taking any substantive position with respect to the filings under the HSR Act, in any written submission to, or, to the extent possible, in any discussions with any Governmental Authority. The Parties shall consult and cooperate with one another, and permit one another to review and discuss in advance and consider in good faith the views of one another, in connection therewith pursuant with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any Party to any Governmental Authority in connection with proceedings under or relating to the HSR Act. Any such notification Subject to applicable Laws and report form as required by any Governmental Authority, the Seller Parties and supplemental information the Company, on the one hand, and Buyer, on the other hand, shall be in substantial compliance with (A) keep the requirements other apprised of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each status of the following with respect to matters relating to Antitrust the consummation of the transactions contemplated by this Agreement, (B) promptly notify the other Party of any communication from any Governmental Authority and, subject to applicable Laws: , permit the other Party to review and discuss in advance any proposed written communication to any of the foregoing, (iC) cooperate reasonably not agree to participate in all respects any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement, any related document or the transactions contemplated by this Agreement unless it consults in advance with the other Parent in connection with any filing or submission Party and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform provides the other Parent Party with reasonable advance notice of any communication received by such meeting or discussion and permits the other Party to attend such meeting or discussion (unless such Governmental Authority expressly prohibits the other Party from attending, in which case, or in the case such Party from, or given by such Party tois unable to attend, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) attending Party shall give the other Parent the opportunity to attend and participate in Party a summary of such meetings and conferences to the extent allowed by applicable Legal Requirements meeting or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other discussion promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority thereafter); and (viiD) furnish the supply to each other Parent with copies of all correspondence, filings, and filings or written communications between (and memoranda setting forth the Parent substance thereof) and a summary of the material contents of any oral communications to or from such Party or its Affiliates and any Governmental Authority with respect to this Agreement and the Transactionsor staff members thereof, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under transactions contemplated by this Agreement and relating to the HSR Act, except to the extent prohibited by applicable laws or the instructions of such Governmental Authority. (iii) Buyer shall not “pull-and-refile” pursuant to 16 C.F.R. 803.12 or otherwise withdraw any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods filing under the HSR Act or other Antitrust Laws with respect and refile it unless Seller has consented in writing in advance to such Transactions as promptly as possible after withdrawal and refiling, and Buyer shall not extend any waiting period under the execution HSR Act except with the prior written consent of this Agreement. In connection with and without limiting the foregoing, each Parent Seller. (iv) Each Party shall use commercially reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every any impediment under any Antitrust Laws the HSR Act with respect to the transactions contemplated by this Agreement; provided, however, that may nothing contained in this Agreement, including this Section 6.03, shall be asserted by any Governmental Authority, construed so as to enable require: (A) any Party or any of its Affiliates to commence any litigation against any Governmental Authority in order to facilitate the consummation of the transactions contemplated by this Agreement; (B) any of the Seller Parties and their respective Affiliates to close proffer to, or agree to, hold separate or divest any of its assets or agree to limit its future activities, method or place of doing business, other than the Transactions as expeditiously as possibleCompany’s assets, future activities or method or place of doing business (provided, further, that nothing contained in this Agreement shall be construed to require the Seller Parties or the Company to proffer to, or agree to, hold separate or divest any of the Company’s assets or agree to limit the Company’s future activities, method or place of doing business unless the effectiveness of such action is conditioned upon the Closing); or (C) Buyer or any of its Affiliates to proffer to, or agree to, hold separate or divest any of its assets or agree to limit its future activities, method or place of doing business, other than the Company’s assets, future activities or method or place of doing business (provided, further, that (x) nothing contained in this Agreement shall be construed to require Buyer to proffer to, or agree to, hold separate or divest any of the Company’s assets or agree to limit the Company’s future activities, method or place of doing business if such action would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, assets, liabilities, business operations or results of operations of the Company and (y) Buyer shall not take or agree to take any such action with respect to the Company’s assets, future activities or method or place of doing business unless it is conditioned upon the Closing).

HSR Act. (a) Each Parent party hereto shall as (i) take promptly as practicable, but all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in no event later than five Business Days following the execution and delivery hereof, file connection with the United States Federal Trade Commission (the “FTC”) this Agreement and the United States Department of Justice (the “Antitrust Division”) the notification and report formtransactions contemplated hereby, if any, required for the Transactions and any supplemental information requested in connection therewith including but not limited to filing pursuant to the HSR Act. Any such notification Act no later than the tenth (10th) day following the date hereof a Notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following Report Form with respect to matters relating to the transactions contemplated by this Agreement, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Laws: Authority, and (iiii) cooperate reasonably in all respects with the other Parent one another in connection with any filing or submission under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry, including any proceeding inquiry concerning the transactions contemplated by this Agreement initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will party hereto shall use its commercially reasonable best efforts to resolve any objections that such objections, if any, as may be asserted by any Person with respect to the Transactions transactions contemplated by this Agreement under any Antitrust Law. In connection with Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Parent and the Company, if Parent or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within sixty (60) days following the date of its receipt thereof or such; and (ii) in the case of the Company only, subject to Parent's compliance with clause (i) above, not frustrating or impeding Parent's strategy or negotiating positions with any proceeding is instituted or threatened to be instituted challenging any Transaction as violative Antitrust Authority. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Law, each Parent will cooperate in good faith in all respects with each Authority or any other and use reasonable best efforts to contest and resist Governmental Entity regarding any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletransactions contemplated hereby.

HSR Act. (a) Each Parent of Buyer and Sellers shall (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicablepracticable and, but in no event later than five any event, within ten (10) Business Days following entry of the execution Sale Order, and delivery hereofrequest early termination of the applicable waiting period thereunder, file (ii) substantially comply at the earliest practicable date with any request under the United States Federal Trade Commission HSR Act for additional information, documents, or other materials received by each of them or any of their respective Affiliates from any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with and assist each other in connection with any such filing (including, to the “FTC”extent permitted by applicable Law, providing copies of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act with respect to any such filing or any such transaction. Each Party shall promptly inform the other Party of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings. No Party shall independently participate in any formal meeting or discussion with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, Buyer and Sellers will consult and cooperate with one another in connection with, and permit the other Party to review and discuss in advance, and will consider the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any Party relating to proceedings under the HSR Act. Any such notification Buyer and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent Sellers may, as it each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) 7.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything in this Section 7.3 to the contrary, materials provided to the other Party or its outside counsel may be redacted (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Buyer shall pay one hundred percent (100%) of any filing fees in connection with the filings required under the HSR Act, which such obligation shall survive any termination of this Agreement notwithstanding any provisions herein to the contrary. (b) Each Parent will of Buyer and Sellers shall use their commercially reasonable best efforts to resolve any objections that such objections, if any, as may be asserted by any Person Governmental Authority with respect to the Transactions transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust LawLaws”). In connection with the foregoingtherewith, if any proceeding Legal Proceeding is instituted (or threatened to be instituted instituted) challenging any Transaction transaction contemplated by this Agreement as violative in violation of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other of Buyer and Sellers shall use their commercially reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of the Transactionstransactions contemplated by this Agreement; provided that, including by pursuing all available avenues of administrative and judicial appealnotwithstanding anything to the contrary set forth in this Agreement, unless by mutual agreement the Members decide that litigation is not in no event shall Sellers, Buyer or their respective best interestsAffiliates be required hereunder to (i) proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any of the Purchased Assets or any material assets, licenses, operations, rights, product lines, services, products, businesses or interest therein owned or operated by Buyer or any of its Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by any Seller of any of the Purchased Assets or to any agreement by any Seller to take any of the foregoing actions) or to agree to any material change (including through a licensing arrangement) or restriction on, or other impairment of Buyer’s ability to own or operate any of the Purchased Assets, or (ii) initiate or contest and defend any Legal Proceeding challenging any transaction contemplated by this Agreement, or take any other action under this Section 7.3 if the U.S. Department of Justice or the U.S. Federal Trade Commission authorizes its staff to seek a preliminary injunction, restraining order or other Legal Proceeding to enjoin consummation of the transactions contemplated by this Agreement; (iii) make any material payments, other than filing fees required by Law, or provide any other material consideration in connection with any waiver or consent reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (or to consent to any material payment, other than filing fees required by Law, or provide any other material consideration in connection with such waivers or consents). Each Parent Subject to the provisions of this Section 7.3, Buyer and Sellers shall each use their respective commercially reasonable best efforts to take such action as may be required to cause the expiration or early termination of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. In furtherance and not in limitation of the terms of Section 5.5, (ai) Each Parent to the extent required by applicable Law, each of the Buyer and the Company shall file, or cause to be filed, a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) with respect to the transactions contemplated by this Agreement as promptly as practicable, but reasonably practicable (and in no any event later than five within three (3) Business Days following unless the execution parties agree to a longer period) after the date of this Agreement (including, in the case of the Buyer, a request for early termination of the applicable waiting period under the HSR Act), and delivery hereof, file with shall supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested by any Governmental Entity (including the United States Federal Trade Commission (the “FTC”) and Antitrust Division of the United States Department of Justice (and the “Antitrust Division”United States Federal Trade Commission) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or any other Antitrust Laws antitrust Laws, and use its reasonable best efforts to do (ii) each of the following with respect to matters relating to Antitrust Laws: (i) Buyer and the Company shall cooperate reasonably in all respects with the other Parent and coordinate in connection with the making of any filing or submission that is required to be made under any applicable antitrust Laws and in connection with resolving any investigation or other inquiryinquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party toUnited States Federal Trade Commission, the Antitrust DivisionDivision of the United States Department of Justice, or the FTC or any other Governmental Authority and office of any material communication received or given in connection with state attorney general. Subject to any proceeding by a private partylimitations under applicable Laws, in each case regarding any of the TransactionsBuyer and the Company shall (i) keep the other party apprised of the status of matters concerning the consummation of the transactions contemplated hereby, including, to the extent permitted by Law, promptly furnishing the other party with copies of all notices or other communications sent or received by it or its representatives to or from any Governmental Entity on the subject of such transactions; and (iiiii) permit the other Parent, party to review in advance any such proposed notices or other communications to any Governmental Entity and reasonably consider any comments the other Parent’s legal counsel, party may have. Each of the Buyer and the Company agrees not to review any material communication given by it to, and consult with each other participate in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection discussion with any proceeding by a private party, Governmental Entity on the subject of the transactions unless it consults with any other Person, (iv) give the other Parent party in advance and, to the extent permitted by Law, gives the other party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements meeting or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel onlydiscussion.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.

HSR Act. (a) Each Parent shall If required pursuant to the HSR Act, as promptly as practicable, but EdtechX and the Company (i) shall each prepare and file the notification required of it thereunder in no event later than five Business Days following the execution and delivery hereof, file connection with the United States transactions contemplated by this Agreement, (ii) shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the in connection with such notification and report form, if any, required for the Transactions otherwise cooperate in good faith with each other and such Governmental Entities and (iii) shall each request early termination of any supplemental information requested in connection therewith pursuant to waiting period under the HSR Act. Any EdtechX and the Company shall (a) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the transactions contemplated by this Agreement and permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such notification counsel in connection with, any proposed written communications by such Party to any Governmental Entity concerning the transactions contemplated by this Agreement, (b) give the other prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Entity with respect to such transactions and report form (c) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation. Each Party agrees to provide, to the extent permitted by the applicable Governmental Entity, the other Party and supplemental information shall be its counsel the opportunity, on reasonable advance notice, to participate in substantial compliance any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, concerning or in connection with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirementstransactions contemplated hereby; provided, each Parent neither Party shall obtain all requisite approvals, clearances and authorizations for the Transactions extend any waiting period or comparable period under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each enter into any agreement with any Governmental Entity without the written consent of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriateParty. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person Filing fees with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be notifications required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after shall be shared equally by EdtechX and the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleCompany.

HSR Act. (a) Each Parent shall If, in connection with any exercise of any the Holder’s or the Corporation’s conversion rights pursuant to this Section 7, the Corporation or any such Holder determines, after consultation with counsel, that any filings are required to be made pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission amended (the “FTCHSR Act”) and in connection with the United States Department acquisition of Justice Common Stock by such Holder pursuant to such conversion, then (the “Antitrust Division”i) the notification Corporation and report formsuch Holder shall, if anyand shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly the filings required for the Transactions and any supplemental information requested in connection therewith of such party or its Affiliates pursuant to the HSR Act. Any such notification and report form and supplemental information ; provided, however, that all fees payable to any governmental authorities relating to filings required to be made pursuant to the HSR Act shall be in substantial compliance with paid and borne equally by such Holder and the requirements Corporation and (ii) the Conversion Date for such conversion shall not occur prior to the expiration or termination of the waiting period under the HSR Act. To In furtherance and not in limitation of the foregoing, the Corporation and such Holder shall, to the extent permissible under applicable Legal Requirementsby law, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent party and furnish to the other party all information in such party’s possession that is reasonably necessary in connection with any filing or submission and in connection with any investigation or such other inquiry, including any proceeding initiated by a private party, ’s filings; (ii) promptly inform the other Parent of any communication received by party of, and supply to such Party fromother party copies of, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received (or given other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any governmental authority in respect of such filings; (iii) consult and cooperate with the other party and provide each other with a reasonable opportunity to provide comments in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by a private partyor on behalf of any party in connection with all meetings, actions and proceedings with any governmental authority relating to such filings; and (iv) comply, as promptly as is reasonably practicable, with any requests received by such party or any of its Affiliates under the HSR Act for additional information, documents, or other materials. If either party intends to participate in any material communication or meeting with any governmental authority with respect to such filings, it shall give the other party reasonable notice thereof and, to the extent permitted by the governmental authority, an opportunity to participate in any such meeting or communication. Notwithstanding anything in this Section 7(g) to the contrary, in each case regarding no event shall the Corporation or any of its Affiliates or such Holder or any of its Affiliates be required, under the TransactionsHSR Act or otherwise, to (i) propose, negotiate, agree to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of such Person, (ii) accept any condition, undertake any obligation, or take or refrain from taking any action that would limit such Person’s freedom of action with respect to, or its ability to own or operate, any of its businesses or assets; (iii) permit the other Parentcontest, resist or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction governmental order or other order, whether temporary, preliminary or permanent, judicial order that is in effect and that prohibits, prevents or restricts consummation the conversion of the Transactions, shares of Preferred Stock; or (iv) litigate or defend against any administrative or judicial action or proceeding (including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take any proceeding seeking a temporary restraining order or preliminary injunction) challenging any such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleconversion.

HSR Act. In addition to and without limiting the foregoing, Bayer and Genzyme will (a) Each Parent shall take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as promptly as practicable, but that term is defined in no event later than five Business Days following the execution and delivery hereof, file HSR Act or relevant regulations to [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the United States Federal Trade Commission (the “FTC”) and the United States Department Commission. promptly prepare any filings required of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions them under the HSR Act or other Antitrust Laws and antitrust or competiton Legal Requirements or as required by the SOT Order; (b) make such filings at the time directed by Genzyme (with reasonable advance notice to Bayer); (c) use its commercially reasonable best efforts to do each comply at the earliest practicable date with any request for additional information received by any of them from the FTC or the Antitrust Division of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent Department of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (d) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the Contemplated Transactions under antitrust or competition Legal Requirements. Notwithstanding the foregoing, nothing in this Agreement shall require Genzyme or Bayer or any of their respective Subsidiaries or Affiliates to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, or agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, or permit or agree to the sale, holding separate, licensing or other disposition of, any assets of Genzyme or Bayer or any of their respective Subsidiaries or Affiliates, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a Governmental Authority or any other Person or for any other reason. Each party agrees to notify the other party promptly of any material communication received or given in connection with any proceeding by from a private party, in each case Governmental Authority regarding any the Contemplated Transactions. Without limiting the generality of the Transactionsforegoing, (iii) permit each party shall provide to the other Parent, party (or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (ivits Representatives) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with upon request copies of all correspondence, filings, correspondence and written communications productions between the Parent such party and any Governmental Authority with respect relating to this Agreement and the Contemplated Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent The parties may, as it deems advisable and necessarythey deem advisable, reasonably designate any competitively sensitive material materials provided to the other Parent party under this Section 6.13(a) 8.3.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in recipient without the advance from the source consent of the party providing such materials. (b) Each Parent . Subject to Legal Requirements, the parties will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will consult and cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and without limiting the foregoing, each Parent shall use reasonable best efforts proposals made or submitted to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable Authority regarding the Parties to close the Contemplated Transactions as expeditiously as possibleby or on behalf of any party.

HSR Act. (a) Each Parent shall If required pursuant to the HSR Act, as promptly as practicable, but and in no any event later than five within twenty (20) Business Days following from the execution date of this Agreement, Parent and delivery hereof, the Company shall each: (a) prepare and file the notification required of it thereunder in connection with the United States Merger, and (b) promptly and in good faith respond to all information requested of it by the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any with such notification and report form otherwise cooperate in good faith with each other and supplemental information such Governmental Authorities. Parent and the Company shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, to or given by such Party tofrom the Federal Trade Commission, the Antitrust Division, the FTC Department of Justice or any other Governmental Authority regarding the transactions contemplated by this Agreement and permit counsel to the other Party an opportunity to review in advance (subject to appropriate redactions for confidentiality and attorney-client privilege concerns), and each Party shall consider in good faith the views of any material communication received or given such counsel in connection with with, any proceeding proposed written communications by a private party, in each case regarding such Party to any of Governmental Authority concerning the Transactionstransactions contemplated by this Agreement, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (ivii) give the other Parent prompt notice of the opportunity commencement of any Action by or before any Governmental Authority with respect to attend such transactions and participate in (iii) keep the other reasonably informed as to the status of any such meetings and conferences Action. Each Party agrees to provide, to the extent allowed by applicable Legal Requirements or permitted by the applicable Governmental Authority, (v) the other Party and its counsel the opportunity, on reasonable advance notice, to participate in the event one Parent is prohibited by applicable Legal Requirements any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the applicable Governmental Authority from participating in or attending any meetings or conferencesone hand, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the TransactionsAuthority, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to on the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employeeshand, officers, concerning or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoingtransactions contemplated hereby; provided, if no Party shall extend any proceeding is instituted waiting period or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of the other Antitrust Laws Parties. Filing fees with respect to the notifications required under the HSR Act shall be borne equally by Parent and the Company. Nothing in this ‎Section 4.7 shall obligate any Affiliate of Parent to agree to (A) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of such Transactions as promptly as possible after the execution of this Agreement. In connection with Affiliate, (B) terminate, amend or assign existing relationships and without limiting the foregoingcontractual rights or obligations, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid (C) amend, assign or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authorityterminate existing licenses or other agreements, so as to enable the Parties to close the Transactions as expeditiously as possibleor (D) enter into new licenses or other agreements.

HSR Act. (a) Each Parent If a filing is required by the HSR Act and rules and regulations thereunder, each of the Parties hereto shall as promptly as practicable, but in no event later than five Business Days ten business days following the execution and delivery hereofof this Agreement, (i) file or cause to be filed with the United States Federal Trade Commission (the “"FTC”") and the United States Department of Justice (the “Antitrust Division”"DOJ") the notification and report form, if any, form required for the Transactions transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR ActAct and (ii) make such other filings as are necessary in other jurisdictions in order to comply with all applicable laws relating to competition and, subject to the provisions in the last sentence of this Section 4.3, shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR ActAct or such other applicable law. To Each of the extent permissible under applicable Legal Requirements, each Parent parties hereto shall obtain all requisite approvals, clearances furnish to the others such necessary information and authorizations for reasonable assistance as the Transactions others may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or such other Antitrust Laws and use its reasonable best efforts to do each applicable law. Each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with parties hereto shall keep the others apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other Parent in connection applicable Governmental Entities and shall comply promptly with any filing such inquiry or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interestsrequest. Each Parent party shall use reasonable best commercial efforts to take such action as may be obtain any clearance required to cause the expiration of the notice periods under the HSR Act or such other Antitrust Laws with respect to such Transactions as promptly as possible after applicable law for the execution consummation of the transactions contemplated by this Agreement. In connection with and without limiting ; provided that, notwithstanding anything to the foregoingcontrary contained herein, each Parent the Buyer shall use reasonable best efforts not be obligated to take promptly (A) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act except to the extent it elects to do so in its sole discretion or (B) to sell or dispose of or hold separately (through a trust or otherwise) any and all steps necessary to avoid of the Acquired Assets or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable other assets or businesses of the Parties to close the Transactions as expeditiously as possibleBuyer or its affiliates.

HSR Act. (a) Each Parent shall Without limiting the foregoing, each of the parties undertakes and agrees to file as promptly soon as practicable, but and in no any event later than within five Business Days following business days after the execution date of this Agreement, a Notification and delivery hereof, file Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice Justice, Antitrust Division (the “Antitrust Division”), and to make any other competition filing or notifications required by any other Governmental Authority as promptly as practicable. Each of the parties shall (i) respond as promptly as practicable to any formal or informal inquiries received from the notification FTC or the Antitrust Division for additional information or documentary materials, and report form, if any, required for the Transactions to all inquiries and requests received from any supplemental information requested State Attorney General or other Governmental Authority in connection therewith pursuant with antitrust or competition matters, and (ii) take all commercially reasonable steps to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements seek early termination of the HSR Act. To the extent permissible under any applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions waiting period under the HSR Act or any similar laws and to obtain all required approvals, and (iii) refrain from entering into any agreement with the FTC or the Antitrust Division or any Governmental Authority not to consummate or delay consummation of or to give notice of consummation other Antitrust Laws and use its reasonable best efforts to do each than as required by law, of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects transactions contemplated by this Agreement, except with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform prior written consent of the other Parent parties hereto (which shall not be unreasonably withheld or delayed). Each of the parties or its counsel shall promptly notify the other party or its counsel of any written or oral communication received by such Party from, to that party or given by such Party tocounsel from the FTC, the Antitrust Division, the FTC any State Attorney General or any other Governmental Authority and of shall permit the other party or its counsel to review in advance any material proposed written communication received or given in connection with any proceeding by a private party, in each case regarding to any of the Transactions, (iii) permit foregoing. Notwithstanding the foregoing or any other Parent, provisions contained in this Agreement or the other Parent’s legal counselTender and Option Agreement to the contrary, to review neither Parent nor the Company nor any material communication given by it to, and consult with each other in advance of their affiliates shall be under any obligation of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by kind to (i) respond to a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive second request for information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws to enter into any negotiations or to otherwise agree with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by litigate against any Governmental Authority, so as including but not limited to enable any governmental or regulatory authority with jurisdiction over the Parties enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Authority or any other party to close sell or otherwise dispose of, agree to any limitations on the Transactions as expeditiously as possibleownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent’s affiliates.

HSR Act. (a) Each Parent party hereto shall (i) take promptly all actions necessary to make the filings required of it or any of its affiliates under the applicable Antitrust Laws (as promptly as practicabledefined in Section 4.09(e) hereof) in connection with this Agreement and the transactions contemplated hereby, but in no event later than five Business Days following (ii) comply at the execution and delivery hereof, file earliest practicable date with any request for additional information or documentary material received by it or any of its affiliates from the United States Federal Trade Commission (the “"FTC”") and or the United States Antitrust Division of the Department of Justice (the “"Antitrust Division”") the notification and report form, if any, required for the Transactions and any supplemental information requested (iii) cooperate with one another in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible any filing under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or other Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority (as defined in Section 4.09(e) hereof). (b) Each party hereto shall use its reasonable best efforts to do each of the following resolve such objections, if any, as may be asserted with respect to matters relating to the transactions contemplated by this Agreement under any Antitrust Laws: Law. Without limiting the generality of the foregoing, "reasonable best efforts" shall include, without limitation: (i) cooperate reasonably in all respects the case of each of Parent and the Company: (A) filing with the appropriate Antitrust Authorities no later than the fifth Business Day following the date hereof a Notification and Report Form with respect to the transactions contemplated by this Agreement; and (B) if Parent or the Company receives a second request for information and documents from an Antitrust Authority, substantially complying with such second request within 60 days following the date of its receipt thereof; (ii) in the case of Parent only, taking any and all actions reasonably necessary, proper or advisable to cause the HSR Condition and Section 5.01(b) hereof to be satisfied and to permit the Closing to occur as soon as possible, but in any event on or prior to the Outside Date (as defined below) (it being understood that, without limiting Parent's obligations hereunder, the timing of the Closing shall be as set forth in Section 2.11); provided, however, that Parent's obligations hereunder shall not include agreeing to dispose of or hold separately all or any material portion of the business or assets of Parent and its subsidiaries, taken as a whole or the Company and its Subsidiaries, taken as a whole, or to take any other action which would materially and adversely effect the business, assets or operations of Parent and its subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole; and (iii) in the case of the Company only, subject to Parent's compliance with clauses (i) and (ii) above, not frustrating or impeding Parent's strategy or negotiating positions with any Antitrust Authority. (c) Notwithstanding the foregoing, Parent's obligations pursuant to Section 4.09(b)(ii) above shall not include defending any administrative, judicial or legislative action brought by any Antitrust Authority or other Person or otherwise litigating against any Antitrust Authority or other person. Should Parent nonetheless elect to litigate against any Antitrust Authority or other person, the Company shall cooperate with Parent in connection with any such proceeding. (d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other governmental or regulatory authority regarding any of the transactions contemplated hereby. In addition, and without limiting the generality of the foregoing, Parent and the Company each shall cause its counsel to (i) afford to the other party's counsel the opportunity to receive and to review for a reasonable period in advance of filing or submission to any Antitrust Authority all forms, letters and in connection memoranda (excluding documents submitted as attachments or enclosed with such forms, letters or memoranda) proposed to be filed or submitted to any investigation Antitrust Authority regarding the transactions contemplated hereby, and give reasonable consideration to any comments or other inquiryproposals such counsel may make with respect to any such forms, including any proceeding initiated by a private partyletters or memoranda, (ii) give reasonable advance notice to the other party's counsel of each meeting or pre-arranged telephone call with any Antitrust Authority regarding the transactions contemplated hereby, so that such counsel may request to attend or otherwise participate therein, and to give reasonable consideration to such request, and (iii) promptly inform the other Parent party's counsel of the substance of each other material communication (written or oral, in person or by telephone) with any communication received by such Party fromAntitrust Authority regarding the transactions contemplated hereby. (e) For purposes hereof, or given by such Party to(i) "Antitrust Authorities" means the FTC, the Antitrust DivisionDivision and the attorneys general of the several states of the United States and (ii) "Antitrust Law" means the Xxxxxxx Act, as amended, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private partyXxxxxxx Act, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference withas amended, the Antitrust DivisionImprovements Act, the FTC or any such other Governmental Authority orFederal Trade Commission Act, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filingsas amended, and written communications between the Parent all other federal and any Governmental Authority with respect to this Agreement and the Transactionsstate statutes, except that any materials containing valuation informationrules, internal financial informationregulations, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent mayorders, as it deems advisable and necessarydecrees, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealdoctrines, unless by mutual agreement and other laws that are designed or intended to prohibit, restrict or regulate actions having the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration purpose or effect of the notice periods under the HSR Act monopolization or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution restraint of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibletrade.

HSR Act. (a) Each Parent shall To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly (and in connection with any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, but in no event later than five Business Days following including by requesting early termination of the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required waiting period provided for the Transactions and any supplemental information requested in connection therewith pursuant to under the HSR Act. Any such notification and report form and supplemental information shall be . (b) Each party hereto shall, in substantial compliance connection with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall its efforts to obtain all requisite approvals, clearances approvals and authorizations for the Transactions transactions contemplated hereby under the HSR Act or other any Antitrust Laws and Law, use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Lawsto: (i) cooperate reasonably in all respects with the each other Parent party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding Action initiated by a private party, person; (ii) promptly inform keep the other Parent parties reasonably informed of any communication received by such Party party or its Representatives from, or given by such Party party or its Representatives to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding Action by a private partyperson, in each case regarding any of the Transactions, transactions contemplated hereby; (iii) permit a Representative of the other Parent, or the other Parent’s legal counsel, parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding Action by a private partyperson, with any other Personperson, (iv) and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other Parent parties the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, conferences; (viv) in the event one Parent a party’s Representative is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other parties shall keep such party promptly and reasonably apprised with respect thereto, ; and (viv) use reasonable best efforts to cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, correspondence or other written communications explaining or defending the Transactionstransactions contemplated hereby, articulating any regulatory or competitive argument, and/or argument or responding to requests or objections made by any Governmental Authority and Authority. (viic) furnish party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the other Parent with copies approval of all correspondence, filings, and written communications between the Parent and any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to this Agreement and a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel ability of the recipient and will not be disclosed by such outside counsel parties hereto to employeesconsummate the transactions contemplated hereby, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will to use reasonable best efforts to resolve any objections that prevent or lift the entry, enactment or promulgation thereof, as the case may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possiblebe.

HSR Act. (ai) Each Parent If required, each of the parties hereto shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust Division”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such a premerger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act")and under any other similar applicable laws of any jurisdiction other than the United States with respect to the transactions contemplated hereby as promptly as reasonably possible following execution and supplemental information shall be in substantial compliance with the requirements delivery of this Formation Agreement. Each of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations parties agrees to use reasonable efforts to promptly respond to any request for the Transactions under additional information pursuant to Section (e)(1) of the HSR Act or pursuant to any such other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, applicable laws. (ii) promptly inform the other Parent of any communication received Except as otherwise required by such Party fromUnited States regulatory considerations, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, Weatxxxxxxx xxxl furnish to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with GE Capital copies of all correspondence, filingsfilings or communications (or memoranda setting forth the substance thereof (collectively, and written communications "Weatxxxxxxx XXX Documents")) between any Weatxxxxxxx Xxxity, or any of its respective representatives, on the Parent one hand, and any Governmental Authority Authority, or members of the staff of such agency or authority, on the other hand, with respect to this Formation Agreement or the transactions contemplated hereby; provided, however, that (x) with respect to documents and other materials filed by or on behalf of any Weatxxxxxxx Xxxity with the TransactionsAntitrust Division of the Department of Justice, except that any materials containing valuation information, internal financial informationthe Federal Trade Commission, or competitively sensitive information may be designated any state attorneys general that are available for limited distribution as appropriate. Either Parent mayreview by GE Capital, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and copies will not be disclosed by such outside counsel required to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. be provided to GE Capital and (by) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to any Weatxxxxxxx XXX Documents (1) that contain any information which, in the Transactions under any Antitrust Law. In connection with reasonable judgment of Fulbright & Jawoxxxx X.X.P., should not be furnished to GE Capital because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the foregoingHSR Act, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative the obligation of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist Weatxxxxxxx xx furnish any such proceeding Weatxxxxxxx XXX Documents to GE Capital shall be satisfied by the delivery of such Weatxxxxxxx XXX Documents on a confidential basis to Weil, Gotshal & Mangxx XXX pursuant to a confidentiality agreement in form and substance reasonably satisfactory to have vacatedGE Capital. Except as otherwise required by United States regulatory considerations, liftedGE Capital will furnish to Weatxxxxxxx xxxies of all correspondence, reversed filings or overturned communications (or memoranda setting forth the substance thereof (collectively, "GE Capital HSR Documents")) between any decreeGE Entity or any of its respective representatives, judgmenton the one hand, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, or member of the staff of such agency or authority, on the other hand, with respect to this Formation Agreement or the transactions contemplated hereby; provided, however, that (x) with respect to documents and other materials filed by or on behalf of any GE Entity with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Weatxxxxxxx, xxpies will not be required to be provided to Weatxxxxxxx, xxd (y) with respect to any GE Capital HSR Documents (1) that contain any information which, in the reasonable judgment of Weil, Gotshal & Mangxx XXX, should not be furnished to Weatxxxxxxx xxxause of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of GE Capital to furnish any such GE Capital HSR Documents to Weatxxxxxxx xxxll be satisfied by the delivery of such GE Capital HSR Documents on a confidential basis to Fulbright & Jawoxxxx X.X.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Weatxxxxxxx. (iii) Nothing contained in this Formation Agreement shall be construed so as to enable require any GE Entity or any Weatxxxxxxx Xxxity, or any of their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any material assets or businesses of the Parties Global Compression Business, the Weatxxxxxxx Xxxpression Business or the Partnership (or to close require the Transactions as expeditiously as possibleGlobal Compression Business or the Weatxxxxxxx Xxxpression Business to agree to any of the foregoing). The obligations of each party under Section 4.3 to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this Section 4.3(c)(iii).

HSR Act. (a) Each Parent shall as promptly as practicableof Endoceutics and AMAG shall, but in no event later than five within ten (10) Business Days following the execution and delivery hereofafter Execution Date, file with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report formJustice, if any, any HSR Filing required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent shall obtain all requisite approvals, clearances and authorizations for the Transactions it under the HSR Act or other Antitrust Laws and use its reasonable best efforts to do each of the following with respect to matters relating the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties will cooperate with one another to Antitrust Laws: the extent reasonably necessary in the preparation of any such HSR Filing. [***]. (ib) Each of Endoceutics and AMAG hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably in all respects with the other Parent one another in connection with resolving any filing inquiry or submission and in connection with any investigation by the Department of Justice Antitrust Division (“DOJ”) or other inquiryFederal Trade Commission (“FTC”) relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, including any proceeding initiated by a private party, each Party shall (iii) promptly inform the other Parent Party of any written or oral communication received by from DOJ or FTC relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such Party fromcommunication); (ii) respond as promptly as practicable to any request from DOJ or FTC for information, documents or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given materials in connection with any proceeding by a private party, in each case regarding any review of the Transactions, transactions contemplated hereby; (iii) provide to the other Party, and permit the other Parent, or the other Parent’s legal counsel, Party to review any material communication given by it to, and consult with each other comment in advance of any meeting or conference withsubmission, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all proposed correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, DOJ or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person FTC with respect to the Transactions under transactions contemplated hereby; and (iv) not participate in any Antitrust Lawsubstantive meeting or discussion with DOJ or FTC in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law or DOJ or FTC, gives the other Party the opportunity to attend and participate thereat. In The Parties shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the foregoingany analyses, if appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any proceeding is instituted Party in connection with proceedings under or threatened relating to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action except as may be required prohibited or restricted by Law. (c) Nothing in this Section 16.13 requires either Party to cause consent to the expiration divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the notice periods under FTC, DOJ or any Third Party respecting the transactions contemplated by this Agreement. (d) Except for the specific provisions expressly identified in Section 16.13(e), this Agreement shall not be effective until the HSR Act or other Antitrust Laws with respect Conditions are met (such date the “Effective Date”). (e) Notwithstanding Section 16.13(d) and anything in this Agreement to such Transactions as promptly as possible after the execution contrary, the following provisions of this Agreement. In connection with Agreement shall be in full force and without limiting effect as of the foregoingExecution Date: Article 1 (Definitions) (to the extent applicable to the other Sections), each Parent shall use reasonable best efforts to take promptly any Article 13 (other than 13.4), and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possibleArticle 16 (other than Sections 16.10).

HSR Act. (a) Each Parent shall The Company and the Purchaser will as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery hereofof this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “Antitrust DivisionDOJ”) the notification and report form, if any, required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall will be in substantial compliance with the requirements of the HSR Act. To The Company and the extent permissible Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under applicable Legal Requirements, each Parent shall the HSR Act. Each of the Company and Purchaser will use such Party’s reasonable best efforts to obtain all requisite approvals, clearances and authorizations for the Transactions any clearance required under the HSR Act or other Antitrust Laws for the Transactions and use its reasonable best efforts to do each of the following with respect to matters relating to Antitrust Laws: (i) cooperate reasonably in all respects with the other Parent in connection with any filing or submission request early termination and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Parent of any communication received by such Party from, or given by such Party to, the Antitrust Division, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other Parent, or the other Parent’s legal counsel, to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Legal Requirements or by waiver from the applicable Governmental Authority, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods waiting period under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreementand any similar foreign laws and regulations. In connection with and without limiting Notwithstanding the foregoing, (i) Purchaser shall not be required to (A) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its or its Affiliates’ assets or any assets of the Company or (B) consent to any other structural or conduct remedy or enter into any settlement or agree to any Order regarding antitrust matters respecting the Transactions and (ii) Purchaser and its Affiliates shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions. The Company and the Purchaser shall keep each Parent other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ and shall use reasonable best efforts comply promptly with any such inquiry or request. In addition to take promptly the foregoing, the Company and the Purchaser shall substantially comply with any additional requests for information, including requests for production of documents and all steps necessary to avoid production of witnesses for interviews or eliminate each and every impediment under any Antitrust Laws that may be asserted depositions, by any Governmental Authorityantitrust authority. If necessary, so as to enable the Parties to close Company and the Transactions as expeditiously as possiblePurchaser shall file with any applicable foreign Government Entity any required notifications under applicable foreign antitrust or competition Law.

HSR Act. (a) As promptly as practicable and advisable after the date hereof, to the extent required by applicable Laws, Seller and Buyer shall file, and shall cause their respective Affiliates to file, with the FTC and the Antitrust Division of the DOJ any notifications and other information required to be filed with such commission or department under the HSR Act, or any rules and regulations promulgated thereunder, with respect to the transactions contemplated by this Agreement, and shall request early termination of the waiting period thereunder. Each Parent of Seller and Buyer shall file, and shall cause their respective Affiliates to file, as promptly as practicable and advisable such additional information as may be reasonably requested to be filed by such commission or department. Buyer and Seller shall each bear their own costs of any filing fees payable under the HSR Act in connection with the notifications described in this Section 6.2(a). (b) In furtherance of and without limiting the generality of the foregoing, Buyer and Seller shall, and shall cause their respective Affiliates to, use reasonable best efforts (i) to (x) obtain clearance of the transactions under the HSR Act and (y) obtain all consents under any Competition Laws that may be required by any Governmental Entity with competent jurisdiction, so as to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable, but (ii) to contest and seek to resolve (including by means of litigation) (x) any Actions brought, or threatened to be brought, by any Governmental Entity or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the transactions contemplated hereby, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the transactions contemplated hereby and (iii) to take any and all actions reasonably necessary to resolve any objections any Governmental Entity may assert under any applicable Law with respect to the transactions contemplated by this Agreement. Regarding any Actions or Orders referred to in no event later than five Business Days following this paragraph, reasonable best efforts shall require vigorous litigation of such Actions and opposition through vigorous litigation to any such Orders. Notwithstanding the execution and delivery hereofforegoing, file with the United States Federal Trade Commission neither Buyer nor any of its Affiliates shall be required to agree to or make any divestitures or to otherwise sell, license or dispose of any assets, product lines or businesses, enter into any hold separate arrangements or consent decrees, terminate, assign or modify any Contracts (the “FTC”or portions thereof) and the United States Department of Justice (the “Antitrust Division”) the notification and report formor other business relationships, if anyaccept any restrictions on business operations or assets, required for the Transactions and or enter into any supplemental information requested in connection therewith pursuant to other commitments or obligations or modify or withdraw any pending matters, including pending filings under the HSR Act. Any such notification , or agree to the termination of any pending investigations before any Governmental Entity under any Competition Laws, and report form and supplemental information neither Seller nor any of its Affiliates shall be in substantial compliance with permitted, without Buyer’s prior written consent, to propose, agree or commit to any of the requirements foregoing. Buyer or one of its Affiliates shall have the principal responsibility for devising and implementing the strategy for obtaining any consents or approvals required under any Competition Law, including leading all efforts to obtain clearance of the transactions under the HSR Act. To the extent permissible under applicable Legal Requirements, each Parent or any other Competition Laws that may be required, and shall obtain lead and direct all requisite approvals, clearances submissions to and authorizations for the Transactions under the HSR Act meetings and communications with any Governmental Entity or other Antitrust Laws Person in connection with antitrust and use its reasonable best efforts competition matters, including any Actions brought, or threatened to do each be brought, by any Governmental Entity or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the following transactions contemplated hereby or other litigation matters with respect to matters relating any Competition Law. Buyer shall be entitled to Antitrust Laws: control, with counsel of its choosing, the defense of any contest (including litigation) brought, or threatened to be brought, by any Governmental Entity or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the transactions contemplated hereby. Seller will have the right to retain legal counsel of its own choice to represent it, at Seller’s costs and expense; and Buyer’s counsel shall reasonably cooperate with any legal counsel designated by Sellers in the defense of any such Action. Buyer shall give good faith consideration to any recommendations or requests made by Seller or Seller’s counsel with regard to such strategy or the defense of any such contest (including litigation). (c) Without limiting any other provision of this Section 6.2, Seller and Buyer shall (i) cooperate reasonably in all respects with give the other Parent in connection party prompt notice of the commencement of any Action by or before any Governmental Entity with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated respect to the transactions contemplated by a private party, this Agreement; (ii) keep the other party reasonably informed as to the status of any such Action; (iii) promptly inform the other Parent party of any communication received by such Party from, to or given by such Party tofrom the FTC, the Antitrust DivisionDivision of the DOJ, the FTC or any other Governmental Authority Entity regarding this Agreement or the transactions contemplated hereby; and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iiiiv) permit the other Parentparty to review in advance any proposed material communication by such party to any Governmental Entity with respect to the transactions contemplated by this Agreement. (d) None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation (including any settlement of an investigation), or other inquiry regarding this Agreement or the other Parent’s legal counseltransactions contemplated hereby unless, in the case of Seller or the Business or the Purchased Assets, Seller consults with Buyer in advance and, in the case of Buyer, Buyer consults with Seller in advance and, in either case, to review any material communication given the extent permitted by it tosuch Governmental Entity, and consult with each other in advance of any meeting or conference with, the Antitrust Division, the FTC or any gives such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other Parent party the opportunity to attend and participate in at such meetings meeting. Each party hereto shall, and conferences to the extent allowed by applicable Legal Requirements or by the applicable Governmental Authorityshall cause its Affiliates and its and their respective Representatives to, (v) in the event one Parent is prohibited by applicable Legal Requirements or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep coordinate and cooperate fully with the other promptly parties hereto in exchanging such information and reasonably apprised with respect thereto, (vi) cooperate reasonably in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority and (vii) furnish providing such assistance as the other Parent with copies of all correspondence, filings, and written communications between the Parent and any Governmental Authority with respect to this Agreement and the Transactions, except that any materials containing valuation information, internal financial information, or competitively sensitive information parties hereto may be designated for limited distribution as appropriate. Either Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parent under this Section 6.13(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained request in advance from the source of the materials. (b) Each Parent will use reasonable best efforts to resolve any objections that may be asserted by any Person with respect to the Transactions under any Antitrust Law. In connection with the foregoing, if any proceeding is instituted or threatened to be instituted challenging any Transaction as violative of any Antitrust Law, each Parent will cooperate in good faith in all respects with each other and use reasonable best efforts to contest and resist any such proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement the Members decide that litigation is not in their respective best interests. Each Parent shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each Parent shall use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as expeditiously as possible.the