Common use of Notices and Consents Clause in Contracts

Notices and Consents. (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will5.2.1 Promptly following the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement, and the Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third partiesThird Parties, and will use their commercially reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain the Third Party consents, required under any Governmental Approvals, in each case, that are required Assigned Contract in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement Agreement, or otherwise required to prevent a Material Adverse Effect from occurring prior to or after the Closing. Each of the Parties will promptly give any Ancillary Agreement. (v) notices to, make any filings with, and use all commercially reasonable efforts to obtain any authorizations, consents, and approvals of Governmental Authorities, including consents to, or approval of, the assignment or transfer of the Licenses and Permits. Notwithstanding anything herein in this Agreement to the contrary, each Buyer shall not be obligated take all commercially reasonable actions necessary to take satisfy promptly (but in any event before the Termination Date) the conditions specified in Section 7.1.5. Each Party hereto shall promptly inform the other Parties of any material communication made to, or refrain from taking received by such Party from, the FTC, the Antitrust Division or to agree to it, its Affiliates or any other Governmental Authority regarding any of the Targets or any transactions contemplated hereby. Each Party has agreed to and has paid one-half of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination the filing fees required by the HSR Act in connection with the filings made thereunder. 5.2.2 Each of the Buyers and the Seller shall each give prompt written notice to the others of the receipt of any agreementwritten or oral notice or other written or oral communication (or a site visit) from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, including this Agreement (ii) any Governmental Authority notifying such Party that it may seek to delay or any Ancillary Agreement) impede the ability of either a Buyer or the Seller, respectively, to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from consummate the transactions contemplated by this Agreement and the Ancillary Agreementsor to fulfill their respective obligations set forth herein, (biii) that materially adversely affects any Governmental Authority or other Person regarding the ability initiation or threat of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate initiation of any material assetsclaims, rightsactions, product linessuits, licensesproceedings, categories of assets arbitrations or business or other operations or interests of Buyerinvestigations against, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect relating to, or in connection withinvolving or otherwise affecting the Business, any the Assets, either of the Targets Buyers or the Seller (provided, however, that with respect to the initiation or threat of initiation of any claims or other actions against either of the Buyers or the Seller by any Person other than a Governmental Authority, only claims or actions that relate to the capital contribution consummation of the transactions contemplated by Section 2(h)hereby need be disclosed to the other Party) or (eiv) that otherwise is any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to have a Material Adverse Effect cause any condition to the obligations of the other party to consummate the transactions contemplated hereby not to be satisfied. 5.2.3 Each of the Buyers and the Seller each agree to cooperate and to use commercially reasonable efforts to contest and to resist any action, including legislative, administrative or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall notjudicial action, and shall cause their respective Affiliatesto have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the Targets consummation of the transactions contemplated by this Agreement, including the pursuit of all commercially reasonable available avenues of administrative and their respective Representatives not to, take or refrain from or to agree judicial appeal. 5.2.4 Prior to the taking or refraining from any action (including any amendmentClosing, waiver or termination Buyers will identify for Seller the transferee(s) of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionLicenses and Permits.

Notices and Consents. (ia) Each of the Buyer and the Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target the Company Entities to) (A) , give any notices to, and make any filings with, any Governmental Authorities, and use its their reasonable best efforts to obtain any authorizations, consents and approvals of, any Governmental Approvals, in each case, Authority that are required necessary in connection with the execution of transactions contemplated hereby, it being understood that nothing in this Agreement and shall require, or be construed to require, the other Transaction Agreements and Buyer, the consummation Sellers or any of the transactions contemplated hereby Company Entities to make any payment in connection with fulfilling such conditions precedent, other than legal and therebyaccounting fees and disbursements and regulatory filing fees and costs. The Sellers shall use their reasonable best efforts to give all notices to, and (Bobtain all consents from, all third parties that are listed in Section 2.6(a)(v) reasonably of the Schedules. Each party shall cooperate fully with the other Partiesparty and its Affiliates in promptly seeking to obtain all such authorizations, consents and furnish approvals. The parties hereto shall not willfully take any action that will have the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably requesteffect of delaying, in connection with impairing or impeding the preparation receipt of any such notices required consents, authorizations, orders and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect approvals. (b) Without limiting the generality of itself or its Affiliates, or any personally identifiable information. Subject the parties’ undertakings pursuant to Section 5(b)(v5.2(a), each of the Parties parties hereto shall use its commercially reasonable best efforts to: (Ii) resolve respond to any objections of inquiries by any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. ; (vii) Notwithstanding anything herein to avoid the contrary, Buyer shall not be obligated to take imposition of any order or refrain from the taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendmentthat would restrain, waiver alter or termination of any agreement, including enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) or to permit or suffer to exist in the event any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by order of a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected Authority adversely affecting the ability of the parties to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from consummate the transactions contemplated by this Agreement and the or any Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a wholeAgreement is issued, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, have such order vacated or lifted. (c) requiring All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the sale, lease, license, disposal staff or holding separate regulators of any material assetsGovernmental Authority, rightsin connection with the transactions contemplated hereunder (but, product linesfor the avoidance of doubt, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates not including any interactions between the Company Entities or the TargetsBuyer with Governmental Authorities in the ordinary course of business, any notices or filings made in connection with the Name Change, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) that requires Notwithstanding the foregoing, nothing in this Section 5.2 shall require, or be construed to require, the Buyer or any of its Affiliates to make available agree to (i) sell, hold, divest, discontinue or provide limit, before or after the Closing Date, any material capital contribution assets, businesses or enter into interests of the Buyer, the Company Entities or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating their respective Affiliates; (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or ratingii) with respect any conditions relating to, or in connection withchanges or restrictions in, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer any such assets, businesses or any of its Affiliates. Without the prior written consent of Buyerinterests which, Sellers shall notin either case, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would could reasonably be expected to result in adversely impact the imposition of, a Burdensome Conditioneconomic or business benefits to the Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Notices and Consents. (i) Sellers will, The Company and its Subsidiaries will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any -------------------- notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts to obtain all third-any third party consents consents, that the Parent reasonably may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective request in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c(S)4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvalsauthorizations, in each caseconsents, that are required and approvals of governments and governmental agencies in connection with any matters pertaining to such Party and referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above. Without limiting the generality of the foregoing: (i) Not later than five (5) business days after the execution of this Agreement Agreement, the Parent and the other Transaction Agreements Company will file any Notification and the consummation of the transactions contemplated hereby Report Forms and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties related material that may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each file with the Federal Trade Commission and the Antitrust Division of the Parties shall United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, will use its their reasonable best efforts to: (I) resolve to obtain a waiver from the applicable waiting period, and will make any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust further filings pursuant thereto that may be necessary, proper, or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority advisable in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions.therewith; and (ii) The Parties agree that they will consult with each other with respect to Parent and the obtaining Company diligently shall take or cooperate in the taking of all required Governmental Approvals steps which are reasonably necessary or appropriate to expedite the prosecution and each Party will keep the other Parties reasonably apprised grant of the status Transfer of matters relating to such Governmental ApprovalsControl Application. Buyer No party by commission or omission shall put in jeopardy its qualifications as an FCC licensee, or impair the routine processing of the Transfer of Control Application. The Company will use its best efforts and Sellers shall have otherwise cooperate with the right to review in advanceParent, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers Stockholders shall promptly furnish to each other copies of all such filings and written materials after likewise use their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts and otherwise cooperate with the Parent in responding to ensure that Representatives of any information requested by the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) FCC related to the extent relating specifically to Transfer of Control Application and in defending against any Governmental Approvals required petition, complaint or objection which may be filed against the Transfer of Control Application. In the event the Transfer of Control Application as tendered is rejected for any reason, the Party liable for the consummation of rejection shall take all reasonable steps to cure the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement basis for rejection and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective AffiliatesStockholders, the Targets Parent and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination Company shall jointly resubmit the Transfer of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionControl Application.

Notices and Consents. (ia) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (Parent and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and the Seller shall use its reasonable best efforts to obtain any Governmental Approvalsobtain, in each caseat its expense, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyall such waivers, and (B) reasonably cooperate with the other Partiespermits, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably requestconsents, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority approvals or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; authorizations from third parties and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advanceEntities, and to effect all such registrations, filings and notices with or to third parties and Governmental Entities, as reasonably requested by the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority Buyer in connection with the transactions contemplated by this Agreement or (including without limitation those listed in Sections 2.4, 2.12(d), 2.14, 2.15 and 2.25 of the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationDisclosure Schedule). (iiib) Subject If any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to Applicable Law, the Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose (as a result of either the provisions thereof or applicable law) without the consent or approval is required of a third party, then (i) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing, (ii) the Seller shall hold such Acquired Assets in trust for, and for consummation the benefit of the transactions contemplated Buyer, (ii) the Buyer shall act as the Seller's agent for purposes of satisfying the Seller's obligations under such Assigned Contracts, (iii) the Buyer shall receive the economic benefits of such Assigned Contracts, (iv) the Buyer shall assume the Seller's liabilities or obligations with respect thereto at the Closing, (v) each of the Parent and the Seller shall, as reasonably requested by this Agreement the Buyer, use its best efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (vi) as reasonably requested by the Seller or the Ancillary AgreementsBuyer, including promptly furnishing each upon the obtaining of such consent or approval, the Buyer and the Seller, as the case may be, shall execute such further instruments of conveyance (in the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other copies assets or rights (and the associated liabilities and obligations of any written or electronic communicationsthe Seller) to the Buyer. (ivc) Each of Buyer, on To the one hand, and Sellers, on extent the other hand, shall use reasonable best efforts to ensure that Representatives Buyer acts as agent of the other Seller within the limited scope set forth in Section 4.2(b): (i) the Buyer agrees that it shall have no authority to assume or to create any debt, obligation, or liability in the name or on behalf of the Seller, nor shall the Buyer make any representations of any kind or nature with respect to the Seller. In this connection, the Buyer shall comply with all applicable laws, statutes, regulations and treaties relating to the obligations of the Seller under the Assumed Contracts and the performance of its duties thereunder; and (ii) the Parties agree that the relationship of the Seller and the Buyer is that of principal and independent contractor and that the Buyer shall be deemed at all times during the term of this Agreement to be an independent contractor. Nothing herein shall be deemed to create the relationship of partnership, association or joint venture of any nature whatsoever. Except as expressly provided herein, this Agreement shall not confer to the Buyer any right or authority to attend or participate obligate the Seller in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking way or to agree cause the Seller to it, its Affiliates accept or deliver any of order. Nothing contained in this Section 4.2(c) shall in any way prevent the Targets or any of their respective Representatives taking or refraining Buyer from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect using the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionname "Itronix".

Notices and Consents. (i) Sellers willEach Seller will give, and will use reasonable best efforts to cause each of their Affiliates (including the Targets) toTiwest to give, at Sellers’ expense, give any notices to third parties, and each Seller will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best effortsefforts to obtain, at Sellers’ expenseand use reasonably best efforts to cause Tiwest to obtain, to obtain all third-any third party consents that may be or may become reasonably necessarysublicenses, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b5(b)(i) of the Sellers Disclosure Schedule. Each . (ii) In accordance with the terms and conditions of the Parties Tiwest Joint Venture Documents, promptly following the entry of the Sale Order (or at such earlier time as Tronox Australia reasonably believes that it is required to do so), Tronox Australia shall deliver to the Tiwest Joint Venture Participants a notice of an offer to purchase the Tiwest Joint Venture Interests at the Tiwest Amount and otherwise in accordance with the Tiwest Joint Venture Documents. Tronox Australia shall give Australia Buyer a reasonable opportunity to review and comment on such notice and offer in advance of such delivery to the Tiwest Joint Venture Participants and incorporate Australia Buyer’s reasonable comments thereto. (iii) Subject to, in the case of Sellers, the Bankruptcy Code and the orders of the Bankruptcy Court, each of Sellers and Australia Buyer will (give, and Sellers will shall use reasonable best efforts to cause each Target to) (A) give Tiwest to give, any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain obtain, and Sellers shall use reasonable best efforts to cause Tiwest to obtain, any authorizations, consents, and approvals of Governmental ApprovalsEntities (A) referred to in Section 5(b)(iii) of the Disclosure Schedule or (B) as are otherwise necessary to consummate the transactions contemplated hereby (other than matters related to the HSR Act or any other Competition/Investment Laws or filings with the Bankruptcy Court which, in each case, that are exclusively governed by Sections 5(b)(iv) through (vi) and Section 5(c)). With respect to Sellers’ and Buyer’s obligations in clause (B) of the preceding sentence, the Parties will reasonably cooperate with one another (1) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign law in connection with the execution addition to those contemplated by Section 5(b)(iv) of this Agreement and (2) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. (iv) The Parties and Guarantor shall (A) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the other Transaction Agreements HSR Act with respect to this Agreement and the consummation of the transactions contemplated hereby within ten Business Days following the entry of the Bidding Procedures Order and thereby, make other required filings pursuant to the Competition/Investment Laws listed on Section 5(b)(iv) of the Disclosure Schedule with respect to this Agreement and the transactions contemplated hereby as promptly as practicable after entry of the Bidding Procedures Order and (B) reasonably cooperate with supply any additional information and documentary materials that may be requested from the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other PartiesGovernmental Entity pursuant to the HSR Act or other Competition/Investment Laws, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections to take or cause to be taken all actions necessary, proper or advisable to cause the expiration or termination of any Governmental Authority with respect to the transactions contemplated hereby (including objections applicable waiting periods under antitrust the HSR Act or competition laws); (II) prevent obtain the relevant approvals under such Competition/Investment Laws as soon as practicable after the entry of the Sale Order (and have vacated, lifted, reversed or overturned, in any order of event prior to the End Date). Buyers shall pay the filing fees required under the HSR Act and any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority applicable Competition/Investment Law in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionssuch filings. (iiv) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals Buyers and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of BuyerGuarantor, on the one hand, and Sellers, on the other hand, shall (A) promptly notify the other party of any communication to that party from any Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated by this Agreement, (B) if practicable, permit the other party the opportunity to review in advance all the information (to exclude voluminous document production in response to a request from a Governmental Entity pursuant to the HSR Act or other Competition/Investment Laws, although select documents of interest will be exchanged) relating to Sellers and their respective Subsidiaries, on the one hand, or Buyers and their respective Affiliates, on the other hand, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (C) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation, or inquiry concerning this Agreement and the transactions contemplated by this Agreement unless 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 (D) furnish the other party with copies of all correspondences, filings, and written communications (to exclude voluminous document production in response to a request from a Governmental Entity pursuant to the HSR Act or other Competition/Investment Laws, although select documents of interest will be exchanged) between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that any materials may be redacted before being provided to the other party (1) to remove references concerning the valuation of Buyers, Sellers or any of their respective Affiliates, (2) to exclude financing arrangements, (3) as necessary to comply with contractual arrangements, and (4) as necessary to address reasonable privilege or confidentiality issues. Sellers, on the one hand, and Buyers and Guarantor, on the other hand, may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5(b)(v) as “outside counsel only” or otherwise in conformance with the joint defense agreement entered into by the Parties and Guarantor. Such designated materials and the information contained therein shall be given only to the outside legal counsel and any retained consultants or experts 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 (Sellers, on the one hand, or Buyers and Guarantor, on the other hand, as the case may be). Each of the Parties and Guarantor shall promptly notify the other parties if such party becomes aware that any third party has any objection or intends to object to this Agreement on antitrust or anti-competitive grounds. (vi) Each of the Parties and Guarantor shall use its reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any applicable Competition/Investment Law in order to enable the transactions contemplated by this Agreement to be consummated as soon as practicable following the entry of the Sale Order (and in any case prior to the End Date). If any Litigation is instituted or objection made (or threatened in writing to be instituted or made) challenging that any transaction contemplated by this Agreement is in violation of any applicable Competition/Investment Law, then each of the Parties and Guarantor shall reasonably cooperate and use its reasonable best efforts to contest and resist such Litigation or resolve any such objections, and to have vacated, lifted, reversed or overturned any Decree, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all reasonably available avenues of administrative and judicial appeal and all reasonably available legislative action, unless, by mutual agreement, the Parties and Guarantor decide that litigation is not in their respective best interests. For purposes of this Section 5(b)(vi) and Section 5(b)(iv), reasonable best efforts shall require that Guarantor, Buyers or their respective Affiliates shall, to the extent required to resolve objections as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any applicable Competition/Investment Law, divest their interest in Louisiana Pigment Company, L.P. (“LPC”) to its partner or another Person at a discount to fair value and shall further agree that, with respect to LPC, Buyers, Guarantor or their respective Affiliates will enter into reasonable long-term supply agreements or tolling agreements for its portion of the titanium dioxide produced by LPC to or with an independent third party; establish protections to ensure that Representatives Buyers, Guarantor or their respective Affiliates obtain no competitively sensitive information of the other have owner of LPC; and/or extend on current terms or cancel existing customer contracts for Buyers’, Guarantor’s or their respective Affiliates’ portion of titanium dioxide produced by LPC. In furtherance of the right preceding sentence, (A) Buyers shall engage, within fourteen days of the date hereto, a nationally recognized investment bank with experience in asset sales to attend market the sale of Buyers’, Guarantor’s or participate their respective Affiliates’ interest in any hearingLPC, proceedingand (B) Buyers and Guarantor shall use reasonable best efforts, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) prior to the extent relating specifically entry of the Sale Order, to any Governmental Approvals required for enter into a letter of intent with its partner in LPC or a bona fide third party purchaser (each, a “Potential Purchaser”), to sell the LPC interests to such Potential Purchaser, conditioned upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. , entry into definitive documentation with such Potential Purchaser and other customary conditions, unless based on (v1) Notwithstanding anything herein the Parties’ and Guarantor’s discussions with Governmental Entities, (2) the arguments of the Parties and Guarantor in favor of expiration of the waiting period under the HSR Act, and (3) facts then available to the contraryParties, Buyer it is reasonably likely that the waiting period under the HSR Act will expire on or prior to the End Date; provided that nothing in this Agreement shall not be obligated construed to take require Guarantor, Buyers or refrain from taking or their respective Affiliates to agree to it, its Affiliates or to make any other divestiture or any agreement to hold separate with respect to any other asset of Guarantor, Buyers or Sellers in order to cause the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver expiration or termination of any agreement, including this Agreement or any Ancillary Agreement) the applicable waiting periods under the HSR Act or to permit obtain the relevant approvals under any other Competition/Investment Laws or suffer to exist resolve or settle any restriction, condition, limitation objection or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate Litigation of any material assets, rights, product lines, licenses, categories of assets Governmental Entity or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect lifted, vacated, reversed or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or overturned any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionDecree.

Notices and Consents. (ia) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement Each Buyer and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties Seller will (and Sellers the Seller will cause each Target the Company to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts Commercially Reasonable Efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution consents of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority necessary in connection with the transactions contemplated by this Agreement Agreement, including the Buyers’ Required Consents and the Seller’s Required Consents, as applicable, and the Exelon Consent. Each Buyer will use Commercially Reasonable Efforts to obtain such consents and agreements with Persons to which the Buyers or the Ancillary Company pledge, assign, or grants a security interest in its right, title, and interest in and to the Exelon Agreements (as defined in the Exelon Consent) in customary form that such Persons reasonably may request in connection with any financing that will close at or promptly after the Closing and that do not adversely affect Exelon’s rights under the Exelon Agreements. If each of the Exelon Consent and the consents and agreements described in the immediately preceding sentence has not been executed and delivered by all parties to it within 60 days after the filing of the application for the approval listed as item 1 on Section 1(b) of the Seller’s Disclosure Schedule, the Seller may terminate this Agreement pursuant to Section 11.1(i) of this Agreement by providing written notice of termination to each Buyer; provided, however, that the Seller shall not be entitled to so terminate this Agreement in no the event the Seller has breached its obligations under Section 6.6 hereof, and any notice of termination delivered pursuant to this Section 6.2(a) shall include a certificate executed and delivered by the Seller to the effect that the Seller has not breached its obligations under Section 6.6 hereof. (b) Unless such a filing is not required, as promptly as practicable after the date of this Agreement, each of the Parties will file any Party Notification and Report Forms and related material that it may be required to disclose file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, will use Commercially Reasonable Efforts to obtain an early termination of the applicable waiting period and will make (and the Seller will cause the Company to make) any further filings that may be necessary, proper or advisable relating to the HSR Act. Each of the Parties will cooperate and coordinate with the other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all connection with such filings and written materials after their actions. Each Party will bear its own costs of the preparation of any such filings, and Seller and Buyers each will pay one-half of the entire amount of the filing fee with respect to all filings made pursuant to the HSR Act and Buyers will bear all costs associated with any experts or submission, consultants reasonably necessary in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationconnection with such filings. (iiic) Subject to Applicable LawAs promptly as practicable after the date of this Agreement, each Buyer and Sellers shall promptly advise each the Seller will (and the Seller will cause the Company to) give any notices to, make any filings with, and use Commercially Reasonable Efforts to obtain the Buyers’ Required Regulatory Approvals and the Seller’s Required Regulatory Approvals, as applicable, and any other upon receiving any communication from authorizations, consents and approvals of any Governmental Authority whose consent necessary in connection with the transactions contemplated by this Agreement. Each of the Parties will cooperate and coordinate with the other Party in connection with such filings and actions. The Parties will respond promptly to any requests for additional information made by such Governmental Authority and will use Commercially Reasonable Efforts to cause all such consents and approvals to be obtained or waived at the earliest possible date after the date of filing. Each Party will bear its own costs of the preparation of any such filing or notice, except that each Buyer will bear its respective percentage of all costs associated with any experts or consultants reasonably necessary for the preparation of any such filing or notice or reasonably necessary to obtain such consents and approvals as promptly as practicable. (d) In furtherance of Section 6.2(c) above, as promptly as practicable after the date of this Agreement, the Seller will (and the Seller will cause the Company to) make all filings required to be made by it under the Federal Power Act, as amended. The Buyers will cooperate with the Seller in preparing such applications. Without limiting the generality of the foregoing, the Parties shall use Commercially Reasonable Efforts to cause the application for the approval listed as item 1 on Section 1(b) of the Seller’s Disclosure Schedule to be filed by October 11, 2004. The Seller will be solely responsible for the cost of preparing and filing such applications, as well as all petition(s) for rehearing and all reapplications. If any filing is required rejected by the FERC, the Seller will petition the FERC for consummation of rehearing or permission to re-submit an application with the FERC. (e) The Seller, at its sole expense, will (i) use all Commercially Reasonable Efforts to cause the transactions contemplated by this Agreement or the Ancillary Agreementsto be permitted, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereofClosing, (cunder the Existing Debt Documents, including Section 5.02(e)(v) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than Common Terms Agreement and Section 9.08(a) of the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall notSecurity and Intercreditor Agreement, and shall (ii) will timely seek and cause their respective Affiliatesthe Company timely to seek, and will use all Commercially Reasonable Efforts to obtain, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result releases described in the imposition of, a Burdensome ConditionSection 8.1(r).

Notices and Consents. (ia) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will shall use commercially reasonable efforts to (and Sellers will cause each Target toi) obtain from any Governmental Body any Consents or Permits (Aincluding Environmental Permits) give required to be obtained or made by Buyer or Seller, or to avoid any notices to, and make any filings withProceeding by, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required Body in connection with the authorization, execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyTransactions, and (Bii) reasonably as promptly as practicable, and in any event no later than fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including the Xxxx-Xxxxx-Xxxxxx Act; provided, however, that the Parties shall cooperate with each other in connection with the making of all such filings, and each Party will (and, if applicable, will cause its appropriate Affiliates to) use its commercially reasonable efforts to cause the expiration of the waiting period required under the Xxxx-Xxxxx-Xxxxxx Act (including pursuing early termination of such waiting period); provided, further, that nothing in this Section 4.2(a) shall require either Party or any of its respective Affiliates to (1) agree to sell, divest, license, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom with respect to, or its ability to retain, one or more of its businesses, product lines or assets, (2) agree to the requirement of expenditure of money by Buyer or Seller to a Third Party in exchange for any Consent, or (3) litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the Transactions as violative of the Xxxx-Xxxxx-Xxxxxx Act. Buyer and Seller shall promptly furnish to each other all information reasonably required for any application or other filing to be made by the other Partiesin connection with the Transactions pursuant and subject to the rules and regulations of any applicable Law. Except as required or permitted by this Agreement, the Parties shall not knowingly take any action, or knowingly refrain from taking any action, the effect of which would be to delay or impede the ability of the Parties to consummate the Transactions. The filing fees under the Xxxx-Xxxxx-Xxxxxx Act and furnish any applicable non-U.S. competition Laws shall be borne by Buyer. (b) Subject to applicable Law and the other Parties with such necessary information requirements of applicable Governmental Bodies, Seller and reasonable assistance as such other Parties may reasonably requestBuyer and their respective counsel shall, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, efforts referenced in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v4.2(a), (i) cooperate in all reasonable respects with each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent filing or approvalsubmission with a Governmental Body in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Body relating to the Transactions, including asset divestitures or conduct-limiting conditions. any Proceeding initiated by a private person, (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall where legally permissible, have the right to review in advance, and to the extent practicable, practicable each shall consult and subject to any restrictions under Applicable Law, each will consult consider in good faith the views of the other onregarding, any material filing made with, or written materials to be submitted to, any third party or any Governmental Authority Body in connection with the transactions contemplated Transactions and of any material communication received or given in connection with any Proceeding by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submissionprivate person, in each case subject with respect to Applicable Laws; providedthe Transactions, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise inform each other upon receiving of any material communication from (or any Governmental Authority whose consent other material correspondence or approval is required for consummation memoranda) received from, or given to, the Antitrust Division of the transactions contemplated by this Agreement Department of Justice or the Ancillary Agreements, including promptly furnishing each FTC or any other copies of any written or electronic communications. applicable Governmental Body and (iv) Each where legally permissible, promptly furnish each other with copies of Buyerall correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and Sellersany Governmental Body or its respective staff, on the other hand, with respect to the Transactions. Subject to applicable Law and the requirements of applicable Governmental Bodies, Seller and Buyer shall use reasonable best efforts (with respect to ensure that Representatives of any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other Party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Body in respect of any filing, investigation or other inquiry in connection with the Transactions. In the event of any dispute between the Parties relating to the strategy or appropriate course of action or content of any submission made in connection with obtaining any clearances under applicable completion Laws with respect to the Transactions, Buyer shall, following consultation with Seller and after giving due consideration to Seller’s views, have the right to attend or participate make, in good faith, the final determination with respect to such matter. Buyer and Seller may, as each deems advisable and necessary, reasonably designate any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) competitively sensitive material provided to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by other under this Agreement or any Ancillary AgreementSection as “Antitrust Counsel Only Material.” (vc) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken As promptly as a whole, to conduct the Business in the same manner as the Business is being conducted as of practicable after the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or Seller Entities and Acquired Companies will solicit the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any Consents and Permits set forth on Schedule 4.2(c). At the expense of the Targets (other than Seller Entities, the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on Seller Entities and the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall notAcquired Companies will use commercially reasonable efforts, and shall cause their respective AffiliatesBuyer will cooperate in all reasonable respects with the Seller Entities and the Acquired Companies, the Targets and their respective Representatives not toas applicable, take or refrain from or to agree obtain prior to the taking Closing all such Consents and Permits (provided that no Seller Entity or refraining from Acquired Company will be required to pay any action (including consideration to any amendment, waiver third party any connection with obtaining such Consents and Permits and provided further that the failure obtain any such Consents or termination Permits in and of any agreement, including itself shall not constitute a breach of this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionSection 4.2(c)).

Notices and Consents. (i) Sellers will, and The Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any all notices to third parties, parties and will use their its commercially reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts to obtain all third-third party consents that the Buyers reasonably may request. The absence of any such consent shall not be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective a breach hereof unless the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in contract is designated as "material" on Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b4(d) of the Sellers Disclosure Schedule. Buyer acknowledges that it has been fully apprised of the CID and that it has had full opportunity to conduct due diligence with respect thereto. Buyer accepts all risks, costs, liabilities and consequences that may arise from compliance with the CID or filings under the Hart-Xxxxx-Xxxxxx Xxx, or both, following the Closing Date. Each of the Parties shall cooperate in preparing and filing any necessary notification and report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx, and each of the Parties shall split equally the filing fees associated with such filings. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices touse its best efforts to obtain an early termination of the applicable waiting period, and will make any further filings withpursuant thereto that may be necessary, any Governmental Authoritiesproper or advisable. In the event the FCC, the Federal Trade Commission, or the Antitrust Division of the Department of Justice challenges the transaction contemplated by this Agreement, Buyers will agree to divest promptly such station assets as may be required in order for regulatory authorities to approve the transaction without requiring a second request or further administrative or judicial action. Buyer shall assume all risks and responsibility for such divestitures, and the Purchase Price shall not be adjusted because of any such required divestiture(s). Notwithstanding the foregoing, Seller and its counsel shall use best efforts to cooperate with Buyers to dissuade regulatory authorities form pursuing any investigation of the transaction proposed herein, with each Party to bear its own expenses in such effort. Each of the Parties will use its reasonable best efforts to obtain take any Governmental Approvalsadditional action that may be necessary, in each caseproper, that are required or advisable in connection with the execution of this Agreement and the any other Transaction Agreements and the consummation of the transactions contemplated hereby and therebynotices to, filings with, and (B) reasonably cooperate with the other Partiesauthorizations, consents, and furnish the other Parties with such necessary information approvals of governments, governmental agencies, and reasonable assistance as such other Parties third parties that it may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliatesgive, make, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsobtain. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, Buyer shall give any all required -------------------- notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to shall use its commercially reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvalsmaterial third-party Consents that may be required, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Seller shall give all required notices to third parties, and shall use its commercially reasonable efforts to obtain all required Consents, including all required Consents of Governmental Entities and bondholders or lenders of Primestar or any of its Affiliates, and any other material third-party Consents that may be required or that Buyer reasonably may request, in connection with the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement or the Ancillary Agreements; provided, however, (but in no event will prior to approval of this Agreement by the Board of Directors of GM), Buyer and each Seller shall file any Party Notification and Report Forms and related materials that it may be required to disclose to file with the FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable. As promptly as is practicable after the date of this Agreement, Buyer and each Seller shall take any additional action in connection with any other Party Consents of, to or with any proprietary Governmental Entities and third parties that it may be required to give, make or commercially sensitive information obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make it less likely that such Consents will be given, made or obtained on the terms provided for in respect this Agreement. Without limiting the generality of the foregoing, Buyer and each Seller shall: (i) cooperate in all respects with each other in connection with any filing, submission, adversarial proceeding or the timing thereof; (ii) in connection with any investigation or other inquiry, including any proceeding initiated by a Party or its Affiliatesprivate party, keep the other parties hereto informed on a timely basis of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division, the FCC or any personally identifiable information. Buyer other Governmental Entity and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing any material communication received or submissiongiven in connection with any Action by a private party, in each case subject to Applicable Laws; provided, however, in no event will regarding any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement Agreement, and permit any other party hereto to preview any material communication given by or the Ancillary Agreementsto it; and (iii) consult with each other, including promptly furnishing each other copies in advance of any written meeting or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a such Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, Entities or in connection withwith any Action by a private party. Buyer and each Seller will use their commercially reasonable efforts to obtain such approvals as promptly as possible and, any in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings and take such steps as may be necessary to secure the non-objection of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, relevant antitrust and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionregulatory authorities.

Notices and Consents. (ia) Sellers willThe Seller shall, or shall cause SkateNation and will cause each of their Affiliates (including the Targets) its Subsidiaries to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, shall cause SkateNation and will cause each such Affiliate its Subsidiaries to use its reasonable best efforts, at Sellers’ expense, good faith efforts to obtain all third-any third party consents that may be consent, approval or may become reasonably necessaryauthorization, proper or advisable to be obtained by Sellers or their Affiliates required to consummate and make effective the transactions contemplated by this Agreement Agreement; provided, however, that no SkateNation Contract or other agreement or contract to which SkateNation or any of its Subsidiaries is a party shall be amended to increase the amount payable thereunder or to otherwise be more burdensome to SkateNation, any of its Subsidiaries or the Buyer after the Closing in order to obtain any such consent, approval or authorization without the Buyer's prior written consent (it being understood that an amendment for which the Buyer's prior written consent was obtained and that is made in conformity with such consent shall not constitute a breach by the Ancillary Seller of any of the representations, warranties or covenants made by them herein). Notwithstanding the foregoing, the Buyer and Family Golf acknowledge and agree that Seller shall have no obligation to obtain the consent of any lender under the Loan Agreements. The Seller shall, and shall cause SkateNation and its Subsidiaries to, cooperate with the efforts of the Buyer and Family Golf, at the Buyer's and Family Golf's sole cost and expense, to obtain the consent of such lenders to the consummation of the transactions contemplated hereby. Buyer's obligations hereunder are not contingent upon (i) the consent of any or all lenders under the Loan Agreements or (ii) the receipt of estoppel certificates from any of the lessors under the Ground Leases or Space Leases. If any such consent or estoppel certificate is not obtained, the Buyer and Family Golf acknowledge and agree that the Buyer will, subject to the satisfaction of the other terms and conditions of this Agreement, pay, or cause to be paid, at Closing any and all amounts due under such Loan Agreements, including those referred interest, penalties and other fees (including but not limited to in Section 4(c) aboveany consent or assumption fees, the Lease Consentsbut excluding any breakage costs), and will close the items set forth in Section 5(btransactions as contemplated by this Agreement. (b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers the Seller will cause each Target SkateNation and its Subsidiaries to) (A) give any notices to, and make any filings with, and use commercially reasonable efforts to obtain any authorizations, consents, declarations and approvals of Governmental AuthoritiesAuthorities in connection with the matters referred to in Section 3.01(b), Section 3.02(b), and Section 4.04 above. Without limiting the generality of the foregoing, each of the Parties will use its reasonable best efforts to obtain promptly comply with any Governmental Approvals, in each case, that are required in connection with applicable requirements under the execution of this Agreement Xxxx-Xxxxx-Xxxxxx Act and the other Transaction Agreements rules and regulations promulgated thereunder, as in effect from time to time (the "HSR Rules"), relating to filing and furnishing of information to the FTC and the consummation Antitrust Division of the transactions contemplated hereby DOJ, the Parties' actions to include, without limitation: (i) using their reasonable best efforts to comply with any additional requests for documents or information made by the FTC, the DOJ or by a court with respect to the HSR Reports and therebyrelated materials previously filed by the Parties hereto or by any other person which is part of the same "Person" (as defined in the Xxxx-Xxxxx-Xxxxxx Act and HSR Rules), and (B) reasonably cooperate with the other Parties, and furnish assisting the other Parties with such necessary information and to so comply; (ii) taking all other action required by the Xxxx-Xxxxx-Xxxxxx Act or HSR Rules, (iii) using their reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required best efforts to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each obtain an early termination of the Parties shall use applicable waiting period; and (iv) using its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of cause all such filings other Persons to cooperate and written materials after their filing or submission, assist in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationsuch compliance. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers willwill cause the Company, IAA, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, IAJ to give any notices to third parties, parties and will to use their commercially reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts to obtain all third-third party consents that are required under each of the agreements and contracts set forth on Section 4(b) of the Disclosure Schedule (which consents may be include so-called “negative” or may become reasonably necessary“implied” consents if permissible under the Investment Advisers Act of 1940, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consentsas amended, and the items Investment Company Act of 1940, as amended, and the rules, regulations and staff interpretation letters relating thereto) (such agreements and contracts set forth in Section 5(b4(b) of the Sellers Disclosure Schedule. Each Schedule collectively referred to herein as the “Consent Contracts” and individually referred to herein as a “Consent Contract”); provided, however, that the Company and Purchaser will each pay 50% of the Parties will (fees, costs and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution expenses of this Agreement third parties and the other Transaction Agreements and Company’s out-of-pocket expenses incurred in obtaining the consummation of required consents under such Consent Contracts (such Purchaser’s portion referred to herein as the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals“Purchaser Consent Costs”); further, provided, however, in no event will any Party be required to disclose to any other Party any proprietary the Purchaser Consent Costs shall not include the fees, costs or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each expenses of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of Company’s outside legal counsel and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsadvisors. (ii) The Parties Sellers and Purchaser agree that they will consult to (A) promptly file, or cause to be promptly filed, with all appropriate Governmental Authorities any and all other notices, registrations, declarations, applications and other documents as required by Law to consummate the Acquisition and (B) thereafter diligently pursue all consents, approvals and authorizations from such Governmental Authorities as required by Law to consummate the Acquisition. (iii) Without limiting the generality of the foregoing, Sellers and Purchaser agree to cause each of their respective required appropriate person to (A) promptly file, or cause to be filed, with the DOJ and the FTC the premerger notification form required pursuant to the Xxxx-Xxxxx-Xxxxxx Act and requesting early termination of the waiting period required thereunder; (B) timely respond to any and all information and document requests of the FTC and DOJ or any other Governmental Authority regarding the Acquisition; (C) promptly discuss with the other any and all comments received from any Governmental Authority regarding the Acquisition; (D) cooperate with each other in connection with respect such filings, responses and requests, which cooperation shall include furnishing the other with such information or documents as may be reasonably required in connection with such filings and responses; and (E) promptly notify each other of any other communications with the FTC, DOJ or any other Governmental Authority which relate to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advanceAcquisition, and to the extent practicableappropriate, and subject to any restrictions under Applicable Law, each will consult permit the other onto participate in any conferences with the FTC, any material filing made with, or written materials submitted to, any third party DOJ or any other Governmental Authority Authority. Except as otherwise provided herein, Sellers and Purchaser shall bear their own fees, costs and expenses incurred in connection with the transactions contemplated by activities described in this Agreement or the Ancillary AgreementsSection 4(b); provided, however, in no event that Company and Purchaser will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation pay 50% of the transactions contemplated filing fee required by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communicationsXxxx-Xxxxx-Xxxxxx Act. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers The Insurance Company will obtain a written Consent or certified resolutions by the Board of Directors of the Insurance Company approving of the Merger and the Transactions as set forth herein. (b) The APSG Parent will obtain a Consent by the Board of Directors of the APSG Parent approving of the Merger and the Transactions as set forth herein. (c) The Insurance Company will (subject to SEC approval of any proxy or joint proxy information that may be used in connection with such a meeting or submission to a vote) call and hold a meeting of its Subscribers as soon as practicable after the date hereof, at which meeting the Board of Directors of the Insurance Company will submit and recommend the Agreement and the Transactions described herein to its Subscribers, and, if the requisite approval is obtained, will undertake promptly to consummate the Merger and the Transactions as set forth herein. (d) The APSG Parent will (subject to SEC approval of any proxy or joint proxy information that may be used in connection with such a meeting or submission to a vote) call and hold a meeting of its shareholders as soon as practicable after the date hereof, at which meeting the Board of Directors of such APSG Party will, subject to its fiduciary obligations to shareholders, submit and recommend the Agreement and the Transactions described herein to its shareholders, and, if the requisite approval is obtained, will undertake promptly to consummate the Merger and the Transactions as set forth herein. (e) The Insurance Company will make the necessary notifications to or filings with TDI, AID, the SEC and any other relevant state or federal regulatory agencies, including but not limited to obtaining a No-Action Letter from the SEC stating that the Insurance Company Common Stock and Insurance Company Preferred Stock, issued pursuant to the Conversion, are exempt from registration with the SEC (the “ SEC No-Action Letter ”) and will cause each of their Affiliates use its Best Efforts to provide the APSG Parties with all the information needed to make the necessary notifications and filings with the SEC. (including f) Each APSG Party will make notifications to or filings with TDI, AID, the TargetsSEC, and any other relevant state or federal regulatory agencies, which are required to be made by any APSG Party in order to consummate the Merger and the Transactions as set forth herein. (g) to, at Sellers’ expense, The Insurance Company will give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, Best Efforts to obtain all third-any third party consents Consents listed on Schedule 4.3 , or that APSG Parent reasonably may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective otherwise request in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c4.3 . (h) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties APSG Party will (and Sellers will cause each Target to) (A) give any notices toto third parties, and make any filings with, any Governmental Authorities, and will use its reasonable best efforts Best Efforts to obtain any Governmental Approvalsthird party Consents listed on Schedule 3.3 , in each case, or that are required the Insurance Company reasonably may otherwise request in connection with the execution of this Agreement matters referred to in Section 3.3 . (i) Each Party will cooperate and use its Best Efforts to agree jointly on a method to overcome any objections by any Governmental Body to the other Transaction Agreements Transactions. Without limiting the foregoing, each Party (i) will file any notification and report forms and related material that such Party may be required to file under the consummation HSR Act, (ii) if requested by APSG Parent, will use their Best Efforts to obtain an early termination of the transactions contemplated hereby and therebyapplicable waiting period, and (Biii) reasonably cooperate with will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. APSG Parent and the other PartiesInsurance Company will bear the cost of the HSR Act filing fee equally. No Party shall be obligated to file a suit or to appeal from any adverse ruling by the Commissioner of TDI or the Commissioner of AID, and furnish neither the other Parties with APSG Parent nor the Insurance Company shall be obligated to make any material changes in any lawful, good faith management policy in order to gain such necessary information and reasonable assistance as such other Parties may reasonably requestapproval. (j) Nothing in this Section 5.2 will require that (i) APSG Parent or its Affiliates divest, in connection with the preparation sell, or hold separately any of any such notices and filings and obtaining such Governmental Approvalsits assets or properties, providedor (ii) APSG Parent, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: Insurance Company (I) resolve any objections of any Governmental Authority the determination with respect to which APSG Parent will make) take any actions that could affect the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry normal and regular operations of and have vacatedAPSG Parent, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials the Insurance Company after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationthe Closing. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers will, and Each of the parties prior to the Closing Date will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any all notices to third parties, parties and governmental entities and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, all governmental and material third party consents and approvals that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the parties agrees to (i) file a Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) under the HSR Act as promptly as practicable, and in any event within 10 Business Days following the execution and delivery of this Agreement, (ii) file as promptly as practicable any filings required under the Non-US Competition Laws, (iii) if so requested in writing by Sxxx or MMI, file as promptly as practicable with CFIUS a notice with respect to the transactions contemplated by the Agreement pursuant to the Exon-Fxxxxx Provisions, and (iv) use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to cause the Ancillary Agreements; providedexpiration or early termination of the applicable waiting periods with respect to the approval of the Merger under the HSR Act, howeverany applicable Non-US Competition Laws and the Exon-Fxxxxx Provisions, and to make all further filings pursuant thereto that may be necessary, proper or advisable. (c) Each party will, in no event will connection with the efforts referenced in Section 6.2(b) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any Party be required filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party reasonably informed of the status of matters related to disclose to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, the FTC, the DOJ, CFIUS (if applicable) or any other Party U.S. or foreign governmental entity and of any proprietary communication received or commercially sensitive information given in respect of connection with any proceeding by a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submissionprivate party, in each case subject regarding any of the transactions contemplated by the Agreement and (iii) permit the other party to Applicable Laws; providedreview any communication given by it to, howeverand consult with each other in advance of any meeting or conference with, the FTC, the DOJ, CFIUS (if applicable) or any other U.S. or foreign governmental entity or, in no event will connection with any party be required to disclose to proceeding by a private party, with any other Party person, and to the extent permitted by the FTC, the DOJ, CFIUS (if applicable) or such other applicable governmental entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with applicable law. (d) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.2(b) and 6.2(c), each party will use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under the HSR Act, the Exon-Fxxxxx Provisions (if applicable) or any proprietary applicable Non-US Competition Law, including using reasonable best efforts to defend any lawsuits or commercially sensitive information in respect other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Party governmental entity or its Affiliatesprivate party challenging the Merger or any other transaction contemplated by this Agreement, or any personally identifiable information. (iii) Subject other agreement contemplated hereby, each party will cooperate with the other and use its respective reasonable best efforts to Applicable Lawcontest and resist any such action or proceeding and to have vacated, Buyer lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent that prohibits, prevents or approval is required for restricts consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (ve) Notwithstanding anything herein to the contrarycontrary in this Agreement, Buyer shall in connection with any filing or submission required or action to be taken by either Sxxx or MMI to consummate the Merger, Sxxx or MMI will not be obligated required to take enter into any agreement, consent decree, mitigation agreement or refrain from taking other commitment requiring Sxxx or to agree to it, its Affiliates or any of the Targets MMI or any of their respective Representatives taking Subsidiaries to divest or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) hold separate assets that would reasonably be expected to materially reduce by 5% or more the aggregate tonnage of ferrous scrap processed, on an annualized basis, by the parties and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targetstheir Subsidiaries, taken as a whole, to conduct as compared with the Business in the same manner as the Business is being conducted as operations of the date hereofparties and their Subsidiaries for the 12 months ended June 30, 2007, or to take any other action (c) requiring including in relation to the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of MMI assets or business or other operations or interests of Buyer, its Affiliates or after the Targets, (dClosing Date) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to would have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations operation of Buyer Sxxx or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets MMI and their respective Representatives not toSubsidiaries, take or refrain from or to agree to the taking or refraining from any action (including any amendmentin each case, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitutetaken as a whole, or would reasonably be expected on the ability of MMI or Sxxx to result in consummate the imposition of, a Burdensome ConditionMerger or perform their respective obligations under this Agreement.

Notices and Consents. (ia) Sellers will, and Each Greinke Party will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, Best Efforts to obtain all third-any third party consents Consents listed on Schedule 4.3, or that UFEN reasonably may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective otherwise request in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c) above, the Lease Consents, Sections 3.2 and the items set forth in Section 5(b) of the Sellers Disclosure Schedule4.3. Each of the Parties Greinke Party will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, and use its Best Efforts to obtain any Consents of Governmental AuthoritiesBodies, if any, required or reasonably deemed advisable by UFEN pursuant to any applicable Law in connection with the Transactions including in connection with the matters referred to in Sections 3.2 and 4.3. (b) UFEN will give any notices to third parties, and will use its Best Efforts to obtain any third party Consents listed on Schedule 5.3, that CFS reasonably may otherwise request in connection with the matters referred to in Section 5.3. UFEN will give any notices to, make any filings with, and use its reasonable best efforts Best Efforts to obtain any Consents of Governmental ApprovalsBodies, in each caseif any, that are required or reasonably deemed advisable by CFS pursuant to any applicable Law in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, Transactions including in connection with the preparation matters referred to in Section 5.3. (c) Each Party will cooperate and use its Best Efforts to agree jointly on a method to overcome any objections by any Governmental Body to the Transactions. Without limiting the foregoing, each Party (i) if requested by UFEN, will use its Best Efforts to obtain an early termination of the applicable waiting period, and (ii) and will make any such notices and further filings and obtaining such Governmental Approvalspursuant thereto that may be necessary, providedproper, howeveror advisable in connection therewith. (d) Nothing in this Section 6.2 will require that (i) UFEN or its Affiliates divest, in no event will sell, or hold separately any Party be required to disclose to any other Party any proprietary of its assets or commercially sensitive information in respect of itself properties, or (ii) UFEN, its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of CFS (the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority determination with respect to which UFEN will make) take any actions that could affect the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry normal and regular operations of and have vacatedUFEN, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials CFS after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationthe Closing. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will, and Parent will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, Company to give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate the Company to use its commercially reasonable best efforts, at Sellers’ expense, efforts to obtain all third-any third party consents that the Buyer reasonably may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective request in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure ScheduleAgreement. Each of the Parties will (and Sellers Parent will cause each Target the Company to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its commercially reasonable best efforts to obtain any Governmental Approvalsrequired authorizations, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyconsents, and (B) reasonably cooperate with the other Parties, approvals of governments and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority governmental agencies in connection with the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, each of the Parties will (i) take all action necessary, on or prior to the date five business days after the date hereof to make the filings required of the Buyer and the Company (or the Ancillary Agreements; provided, however, in no event will any Party be required "ultimate parent entity" of such party) under the Hart-Scott-Rodino Act to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of consummate the transactions contemplated by this Agreement xxxx Xxxxxxxxx, (ii) use their commercially reasonable efforts to obtain early termination of the waiting period thereunder and (iii) promptly comply at the earliest practical date with any request for additional information received by the Buyer, Parent or the Ancillary AgreementsCompany from the United States Federal Trade Commission (the "FTC") or the Antitrust Division of the United States Department of Justice (the "DOJ") pursuant to the Hart-Scott-Rodino Act. In addition, each of the Buyer, Parent and thx Xxxxxxx xxxxx (and the "ultimate parent entity" of such party, if applicable, shall) make reasonable efforts to satisfy any antitrust concern raised by the FTC, DOJ or any state attorney general (collectively, the "ANTITRUST AUTHORITIES") and cooperate with the other party in resolving those issues, including promptly furnishing but not limited to, providing supplemental information to the Antitrust Authorities with respect to antitrust issues raised by the Antitrust Authorities and making any voluntary presentation to the Antitrust Authorities in order to resolve any antitrust issue raised by such authorities. Without limiting the foregoing, each other copies of any written or electronic communications. (iv) Each of the Buyer, on Parent and the one hand, and Sellers, on Company will cooperate with the other handparty in connection with any filings required under the Hart-Scott-Rodino Act and overcoming any objections, including (x) fxxxxxxxxx xx xxx other party, upon request, such information as shall use reasonable best efforts to ensure that Representatives reasonably be required in connection with the preparation of the other have party's filings under the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary AgreementsHart-Scott-Rodino Act, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or ratingy) with respect toto the transactions contemplxxxx xx xxxx Xxxxement, coordinating responses and establishing reasonable schedules and deadlines in connection with resolving any investigation, other inquiry, or legal proceedings commenced by the Antitrust Authorities and (z) providing the other parties with any communication received by any governmental entity with respect to the foregoing. The Buyer shall pay all filing fees payable in connection with, any of with the Targets (other than pre-merger notification filing under the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionHart-Scott-Rodino Act.

Notices and Consents. (ia) Sellers willExcept as described in Section 5.2(b), and the Target will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, parties and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its commercially reasonable best efforts to obtain any Governmental Approvals, in each case, third party consents at its sole cost and expense that are required in connection with necessary or that the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties Parent may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority request in connection with the transactions contemplated by this Agreement Agreement. (b) Each of the Parent and the Target, with the assistance and cooperation of other, will prepare any filings required by the HSR Act, it being understood and agreed, for the avoidance of doubt, that (i) the Parent will be responsible for any filing fee required to be paid under the HSR Act in connection with this Agreement, and (ii) no Party will be required to share with another Party such information as is customarily not provided by parties in connection with filing the relevant filing made under the HSR Act or other antitrust or anticompetiton Laws. In addition to and without limiting the foregoing, the Parent and the Target will (A) take promptly all actions necessary to make any filings required of the Parent or Target under the HSR Act or other antitrust or anticompetiton Laws, (B) comply at the earliest practicable date with any request for additional information received by the Parent or the Ancillary Agreements; providedTarget from the Federal Trade Commission or the Antitrust Division of the Department of Justice, howeverand (C) the Parties will reasonably cooperate with each other in connection with the making of any such filings. (c) Notwithstanding the requirements of Section 5.2(b), in no event will the Parent or any Party of its subsidiaries or its or their Affiliates be required to disclose (i) dispose of any material assets (including material contractual rights) in order to comply with this Section 5.2, and (ii) agree to any other Party any proprietary or commercially sensitive information in condition with respect to its ownership and operation of a Party or its Affiliates, the business of the Target or any personally identifiable information. Buyer other business and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, material assets which the Parent or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other its subsidiaries may have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) acquire to the extent relating specifically to any Governmental Approvals required for such condition would materially and adversely effect the consummation operation of the transactions contemplated by this Agreement such business or any Ancillary Agreementasset. (vd) Notwithstanding anything herein to The Target will give the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination Parent written notice of any agreement, including this Agreement or any Ancillary Agreement) or distributions of Company Cash to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result declared and made in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by period between this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business Closing Date before such distribution is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of made. The Target will complete any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the declared distributions prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination Closing Date and the determination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionCompany Cash.

Notices and Consents. (i) Sellers willThe Company shall, and Sellers will cause each of their Affiliates (including the Targets) Company to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, parties and will cause each such Affiliate the Company to use its commercially reasonable best efforts, at Sellers’ expense, efforts to obtain all the third-party consents that may be set forth in or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement Sections 3(a) and the Ancillary Agreements, including those referred to in 4(c) (unless otherwise indicated on Section 4(c) above, of the Lease Consents, Disclosure Schedule). Buyer will give any notices to the third-parties and will use commercially reasonable efforts to obtain the items third-party consents set forth in on Annex II or contemplated by Section 5(b) of the Sellers Disclosure Schedule3(b). Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, with and use its their respective commercially reasonable best efforts to obtain any authorizations, consents and approvals of Governmental Approvals, in each case, that are required Entities in connection with the execution of this Agreement matters referred to in Sections 3(a)(ii), 3(b)(iii) and 4(c)(i) above. Without limiting the other Transaction Agreements and the consummation generality of the transactions contemplated hereby and therebyforegoing, and within ten (B10) reasonably cooperate with Business Days after the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v)date hereof, each of the Parties shall use its reasonable best efforts to: (I) resolve will file any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust Notification and Report Forms and related material that he, she or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party it may be required to disclose to any other Party any proprietary or commercially sensitive information in respect file with the Federal Trade Commission and the Antitrust Division of a Party or its Affiliatesthe United States Department of Justice under the Hart-Scott-Rodino Act, or any personally identifiable informationsimilar reports required to be filed wixx xxx xxxxxxx xxrisdiction, will use his, her or its commercially reasonable efforts to obtain a waiver from the applicable waiting period and will make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, neither Buyer and Sellers nor any of its Affiliates shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary hold separate (including by trust or commercially sensitive information in respect of a Party otherwise) or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or divest any of their respective Representatives taking businesses or refraining from taking assets or agree to any action limitation on the operation or conduct of their respective businesses with respect to obtaining such authorization, consents, approvals and waivers referred to in this Section 5(b). Sellers shall submit to the New Jersey Department of Environmental Protection (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction "NJDEP"): (a) that would reasonably be expected to materially within five (5) Business Days of execution of this Agreement, an Initial Notice under ISRA (the "GIN"); and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects no later than ten (10) Business Days after the ability execution of this Agreement, a request for Expedited Review with supporting documentation, which shall include, but not be limited to (i) the Targetspreviously submitted December 23, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof2002 Preliminary Assessment, (cii) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall notNegative Declaration Affidavit, and shall cause their respective Affiliates(iii) the NJDEP Entire Site Unrestricted Use No Further Action Letter and Covenant Not to Sue dated January 6, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition2003.

Notices and Consents. (ia) Sellers will, and The Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, parties and will use their reasonable its best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts to obtain all third-any third party consents that the Buyer reasonably may be or may become reasonably necessaryrequest in connection with the matters referred to in Article III above. Each party will give any notices to, proper or advisable make any filings with, and use its best efforts to be obtained by Sellers or their Affiliates obtain any authorizations, consents, transfers, assignments, waivers and approvals of any Governmental Authority necessary to consummate and make effective the transactions contemplated by this Agreement (the "REQUIRED APPROVALS"). Without limiting the generality of the foregoing, each party will file any notification and report forms and related material that it may be required to file with, and apply for any available advance rulings from the United States Federal Trade Commission and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) Antitrust Division of the Sellers Disclosure ScheduleUnited States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act and will use its best efforts to obtain a waiver from any applicable waiting period and will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection with any of the foregoing. Each of the Parties will Seller and the Buyer shall be responsible for the payment of one-half (1/2) of the filing fees for such notifications and Sellers will cause each Target torelated materials, and any accounting therefor shall be paid on the Closing Date to the extent known, and thereafter on demand. (i) Nothing in this Agreement shall be construed as an attempt by the Seller to assign to Buyer any Contract, agreement, Permit or License, franchise, Claim or asset included in the Acquired Assets (A) give which is by its terms or by law nonassignable without the consent of any notices toother party or parties, and make any filings withunless such consent or approval shall have been given, any Governmental Authoritiesor (B) as to which all the remedies for the enforcement thereof available to the Seller would not by law pass to the Buyer as an incident of the assignments provided for by this Agreement (an "ACQUIRED ASSET REQUIRING CONSENT"). (ii) Prior to the Closing Date, and the Seller shall use its reasonable best efforts to obtain consents or approvals to the assignment of the Contracts, Open Orders, Permits and Licenses, and Real and Personal Property Leases described on SCHEDULE 5.2(b) (collectively "MATERIAL CONTRACTS REQUIRING CONSENT"); PROVIDED, that the Seller shall not be required to pay more than $10,000 in cash or other consideration or grant any Governmental Approvalsforbearances or accommodation (financial or otherwise) having such value, in each casethe aggregate, to any other parties to such Material Contracts Requiring Consent to effect such consents or approvals. (iii) To the extent that are any such consent or approval in respect of, or a novation of, an Acquired Asset Requiring Consent shall not have been obtained on or before UNITED STATES the Closing Date, the parties hereto shall use reasonable efforts and shall cooperate in any reasonable arrangement to assure the Buyer the benefits of such Acquired Asset Requiring Consent to the extent permitted by law. To the extent lawful, practicable and reasonable in the circumstances, including the obtaining of any such necessary consent or approval after the Closing Date (provided that the Seller and its Affiliates shall not be required to pay more than $10,000 in cash or other consideration or any grant or accommodation (financial or otherwise) forbearances having such value, in the aggregate, to any other parties to such Material Contracts Requiring Consent to effect such consents or approvals), the Seller at the request and under the direction of the Buyer shall take all reasonable actions to assure that the rights of the Seller under the Acquired Asset Requiring Consents shall be preserved for the benefit of the Buyer to the extent not involving any undue hardships upon the Seller or unreasonable time constraints in the request or compliance with such instructions. The Buyer shall reimburse the Seller and its Affiliates for their reasonable out-of-pocket expenses in excess of $10,000 related to any actions taken by the Seller at the request of the Buyer after the Closing Date. (iv) Except with respect to the Material Contracts Requiring Consent, the Buyer acknowledges that certain consents to the assignments may be required from parties to all other Acquired Assets Requiring Consent and that such consents may not be obtained. The Buyer agrees that the Seller shall not have any liability to the Buyer arising solely out of or solely relating to the failure to obtain any consents that may have been or may be required in connection with the execution assignments, or because of this Agreement and the default under or acceleration or termination of, any other Transaction Agreements and Acquired Asset Requiring Consent solely as a result thereof. The Buyer further agrees that no representation, warranty or covenant of the consummation Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any such consent, or as a result of any default, acceleration or termination resulting solely from such failure. The Buyer further agrees that no condition to the Buyer's obligations to close the transactions contemplated hereby and thereby, and (B) reasonably cooperate with by this Agreement shall be deemed not satisfied as a result of the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of failure to obtain any such notices and filings and obtaining such Governmental Approvalsconsent, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority except consents with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsMaterial Contracts Requiring Consent. (iiv) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers the Seller shall have the right jointly cooperate in attempting to review in advance, and to the extent practicable, and subject to obtain any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority consents required in connection with the transactions contemplated by this Agreement or Agreement; PROVIDED, HOWEVER, that the Ancillary Agreements; provided, however, in no event will any Party Seller shall not be required to disclose incur out-of-pocket expenses in excess of $10,000, commence any litigation or offer or grant any forbearance or accommodation (financial or otherwise) to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationthird party. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. Seller will (iand shall cause the Company and the Subsidiaries to) Sellers will, and will cause each of their Affiliates (including the Targetsa) to, at Sellers’ expense, give any all required notices to third parties, parties and Governmental Entities and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, commercial efforts to obtain all third-third party and governmental consents and approvals that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts it is required to obtain any Governmental Approvals, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; , and (IIIb) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or use its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use respective reasonable best commercial efforts to ensure that Representatives of the prevent any preliminary or permanent injunction or other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with order by a Governmental Authority (excluding any such event Entity that seeks to modify, delay or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for prohibit the consummation of the transactions contemplated by this Agreement Agreement, including under the Xxxx-Xxxxx-Xxxxxx Act, and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. Within ten (10) business days following the execution of this Agreement, each of the Parties will file any Ancillary Agreement. (v) Notwithstanding anything herein required Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, will use its respective reasonable commercial efforts to obtain early termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act, and will take all further actions and make all further filings pursuant to the contraryXxxx-Xxxxx-Xxxxxx Act that may be necessary, Buyer shall not proper or advisable. Nothing contained in this Agreement will be obligated deemed to take require Seller or refrain from taking the Company to enter into any agreement, consent decree or to agree to itother commitment requiring Seller, its Affiliates or any of the Targets Company, Purchaser, or any of their respective Representatives taking Affiliates to (x) divest or refraining from taking hold separately any assets of Seller, the Company or their Affiliates, (y) litigate, pursue or defend any action or proceeding challenging any of the transactions contemplated hereby as violative of the Xxxx-Xxxxx-Xxxxxx Act, or (including z) take any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement whichother action that would, individually or together with all other such actionsin the aggregate, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in have a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangementMaterial Adverse Effect on the business, condition (financial or restriction otherwise), assets, liabilities, operations, results of operations or prospects of the Company or the Subsidiaries. In connection with the foregoing, each Party will (ai) promptly notify the other Party of any written communication to that would reasonably be expected to materially and adversely affect the economic, Tax Party or business benefits that Buyer and its Affiliates reasonably expect from any Governmental Entity regarding the transactions contemplated hereby, and, subject to derive from applicable Law, provide the other Party with a copy of any written communication to any of the foregoing, and (ii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance, and to the Ancillary Agreementsextent permitted by such Governmental Entity, (b) that materially adversely affects give the ability other Party the opportunity to attend and participate thereat. Seller and Purchaser shall each be responsible for payment of one-half of the Targets, taken as a whole, to conduct fees for filing any required Notification and Report Form and related material under the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum riskXxxx-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum riskXxxxx-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionXxxxxx Act.

Notices and Consents. (a) Notwithstanding any other provision of this Agreement, this Agreement shall not constitute an agreement to, directly or indirectly, sell, assign, transfer, convey, or deliver any interest in any asset or liability or any claim or right or any benefit arising thereunder or resulting therefrom if such sale, assignment, transfer, conveyance or delivery, without the consent of any Person (including Governmental Authorities) other than the Seller and its Affiliates, (i) Sellers willwould constitute a breach or other contravention of the rights of such Person, and will cause each (ii) would be ineffective under, or contravene, applicable Law, or (iii) would in any way adversely affect the contractual rights of their Affiliates (including the Targets) toany Group Company or, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) aboveupon transfer, the Lease ConsentsBuyer (collectively, “Approvals” and such assets and liabilities, “Non-Assignable Assets and Liabilities”). Any such sale, conveyance, assignment, assumption, transfer or delivery or agreement to do the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party same shall be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect made subject to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsapplicable Approval being obtained. (iib) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of from and after the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by entry into this Agreement and for a period of twelve (12) months following the Ancillary AgreementsClosing to obtain, or cause to be obtained, any Approval (bother than antitrust Approvals, which will be governed by Section 6.03) that materially adversely affects (the ability “Non-Antitrust Approvals”). If any such Non-Antitrust Approval is not obtained prior to the Closing, but the conditions to the Closing set forth in Article II have nonetheless been satisfied or waived, then the Closing shall nonetheless take place in accordance with the terms of this Agreement, and thereafter, for a period of twelve (12) months following the Closing Date, each of the TargetsSeller and the Buyer will reasonably cooperate with each other and will use reasonable best efforts (i) to obtain all necessary Non-Antitrust Approvals (provided, taken as a whole, to conduct that neither the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or Seller nor any of its Affiliates shall be required to make available expend any money, commence any litigation or provide offer or grant any material capital contribution accommodation (financial or enter into or provide otherwise) to any material indemnity agreementsuch Person) and (ii) to cooperate, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any upon written request of the Targets Buyer, in endeavoring to obtain for the Buyer, at no cost to the Buyer, an arrangement to provide for the Buyer substantially comparable benefits thereof until the earlier of (other than A) receipt of the capital contribution contemplated by Section 2(h)applicable Non-Antitrust Approval and the valid assignment of the applicable Non-Assignable Asset and Liability to the Buyer and (B) the expiration or termination of the applicable Non-Assignable Asset and Liability in accordance with its terms and (eiii) to treat the Buyer as the owner of such asset for Tax purposes as of the Closing Date; provided, that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results Buyer shall indemnify the Stockholder in respect of operations all liabilities of Buyer or the Seller and any of its AffiliatesAffiliates in respect of each such arrangement and underlying Non-Assignable Asset and Liability. Without Upon obtaining the prior written consent of Buyerrequisite Non-Antitrust Approvals thereto, Sellers such Non-Assignable Asset and Liability shall notbe deemed sold, assigned, transferred, conveyed, and shall cause delivered to, and purchased, acquired and accepted by, the Buyer hereunder. For the avoidance of doubt, the obligations of the Parties or their respective AffiliatesAffiliates pursuant to Section 6.03 shall not be affected by this Section 6.02. (c) Without limiting the generality of Section 6.01 or Section 6.02, promptly following the entry into this Agreement, the Targets and their respective Representatives not to, take or refrain from or to agree Seller will deliver the notices set forth in Section 6.02 of the Disclosure Schedule to the taking third parties set forth on Section 6.02 of the Disclosure Schedule and will use reasonable best efforts (which shall not include the payment for a consent or refraining from any action (including any amendment, waiver or termination similar fee) to obtain the third party consents and licenses set forth on Section 6.02 of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionDisclosure Schedule.

Notices and Consents. (ia) Sellers willTo the extent required by the Bankruptcy Code or the Bankruptcy Court, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, Seller shall give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to Seller shall use its commercially reasonable best efforts, at Sellers’ expense, efforts to obtain all third-any third party consents Consents or sublicenses; provided, however, that may neither Seller nor Buyer shall be required to incur any Liabilities or provide any financial accommodation, in order to obtain any such third party Consent with respect to the transfer or assignment of any Purchased Asset. (b) Seller and Buyer shall cooperate with one another (i) in promptly determining whether any filings are required to be or may become reasonably necessaryshould be made or consents, proper approvals, permits or advisable authorizations are required to be or should be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by under any applicable Law in connection with this Agreement and the Ancillary AgreementsContemplated Transactions and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers; provided, however, that Seller’s obligations hereunder shall only continue until the Chapter 11 Cases are closed or dismissed. (c) To the extent permitted by applicable Law and the terms of the Purchased Assets, in the event any third party Consent has not been obtained by the Closing, at Buyer’s request, the Party contemplated to be transferring such Purchased Asset under this Agreement (the “Transferring Party”) shall, at Buyer’s cost and expense, hold in trust for Buyer, as applicable, the relevant Purchased Asset until the earlier of such time as (i) the third party Consent is obtained, (ii) the Chapter 11 Cases are closed or dismissed or (iii) Buyer elects not to assume such Purchased Asset. During such time period, Buyer shall comply with all applicable covenants and obligations under the Purchased Assets, including those referred the payment of any costs or expenses in connection therewith. Buyer shall be entitled to in Section 4(creceive all of the benefits of the Transferring Party under the Purchased Asset. Buyer shall satisfy all Liabilities with respect to such Purchased Assets until the earlier of such time as (i) abovethe third party Consent is obtained, (ii) the Lease ConsentsChapter 11 Cases are closed or dismissed or (iii) Buyer elects not to assume such Purchased Asset, and shall indemnify and hold Seller harmless with respect to any such reasonable out-of-pocket expenses arising in the items Ordinary Course of Business pursuant to a budget to be reasonably agreed to by the Parties in good faith arising or otherwise relating to such period; provided that, Seller covenants and agrees that in the event of clause (iii), it will wind down such Purchased Asset as soon as commercially reasonable and shall take all commercially reasonable measures to avoid or mitigate any losses, expenses and Liabilities. (d) Subject to the terms and conditions set forth in Section 5(b) of this Agreement and applicable Law or as otherwise required in the Sellers Disclosure Schedule. Each of the Parties will (Chapter 11 Cases, Buyer and Sellers will cause each Target to) Seller shall (A) give promptly notify the other Party of any notices to, and make any filings with, communication to that Party from any Governmental AuthoritiesEntity in respect of any filing, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution of investigation or inquiry concerning this Agreement and or the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, and (B) reasonably cooperate with if practicable, permit the other Parties, Party the opportunity to review in advance all the information relating to Seller and furnish the other Parties with such necessary information any Subsidiaries or Buyer and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or as the case may be, that appears in any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or and/or any Governmental Authority Entity in connection with the transactions contemplated by Agreement and the Contemplated Transactions and consider in good faith the other Party’s reasonable comments. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any commercially or competitively sensitive material provided to the other under this Agreement Section 5.1(d) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and any retained consultants or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation experts of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, recipient and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated disclosed by such outside counsel to take employees, officers or refrain from taking or to agree to it, its Affiliates or any directors of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendmentrecipient, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result unless express written permission is obtained in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive advance from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability source of the Targetsmaterials (Seller or Buyer, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(hcase may be)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will, With regard to the following notices and consents: A. SELLER will give or cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give to be given any notices to all third partiesPersons which are not a Governmental Authority, and SELLER will use their its Reasonable Efforts (which, with respect to landowner consents, shall not exceed the cost to repurchase the same type of real property interest at the market rate generally prevailing in the area, and, further, the Parties agree that the reasonable best efforts, market rate for easements and will cause each such Affiliate rights-of way shall be deemed to use its reasonable best efforts, at Sellers’ expense, be not more than $50.00/rod) to obtain all third-party consents any third Person consents, approvals or authorizations, that may must be given or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates in order for the Parties to consummate and make effective the transactions transaction contemplated by this Agreement (collectively, except for the Customary Post-Closing Consents, the "Required Consents") provided, however, and, for the avoidance of any doubt, the use of the phrase "Person" in this sentence shall exclude Antitrust Authorities. If SELLER is required to pay an amount in excess of $50.00/rod to obtain any landowner Required Consent prior to Closing, then the amount in excess of $50.00/rod shall be shared equally with each of BUYER and SELLER bearing 50% of such costs and the Ancillary Agreementsamount of BUYER's 50% of such costs shall be paid to SELLER pursuant to Section 7(a)(i)(C). Notwithstanding anything to the contrary in this Section 5(b)(i)(A), including those referred BUYER shall not be responsible for any costs incurred by SELLER, if any, to in Section 4(cobtain a landowner Required Consent to the extent such costs are incurred to resolve preexisting dispute(s) above, the Lease Consents, between SELLER and the items set forth in Section 5(b) of landowner (other than the Sellers Disclosure Schedule. consent itself); and B. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts their Reasonable Efforts to obtain any authorizations, consents, and approvals of those Governmental Approvals, in each case, that are required Authorities in connection with the execution of matters referred to in Sections 3(c) and 4(c) above in order for such Party to perform its obligations under this Agreement and Agreement. (ii) Without limiting the other Transaction Agreements and the consummation generality of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v)foregoing, each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of acknowledges and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal agrees that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement are subject to and conditioned upon the following: (A) any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; and (B) no provision of any Ancillary applicable law or regulation, and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the transactions contemplated by this Agreement. (viii) Notwithstanding anything herein The Parties further acknowledge and agree that each will use its Reasonable Efforts to, as promptly as is possible: (A) prepare and make all filings required of it with, and give all notices to, will file (to the contraryextent not heretofore filed) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission, Buyer shall not the Antitrust Division of the United States Department of Justice or any other federal or state antitrust reviewing agency (whether acting together or independently, "Antitrust Authorities") or any other Person as is required of such Party in order to consummate the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Act, and will use its Reasonable Efforts to obtain an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be obligated necessary, proper, or advisable in connection therewith; (B) provide such other information and communications to take such Antitrust Authorities as such Antitrust Authorities may reasonably request in connection therewith; and (C) provide reasonable cooperation to each other in connection with the performance of their obligations under this Section. The BUYER and the SELLER will provide prompt notification to each other when any such consent, approval, action, filing or refrain from taking notice referred to in Section 5(b)(ii)(A), above, is obtained, taken, made or to agree to itgiven, its Affiliates or as applicable, and will advise each other of any communications (and, unless precluded by law, provide copies of any such communications that are in writing) with any Antitrust Authority regarding any of the Targets transactions contemplated by this Agreement; provided, however, that competitively sensitive information may be withheld. SELLER agrees to reimburse BUYER for those filing fees required by Antitrust Authorities for BUYER's application under the Xxxx-Xxxxx-Xxxxxx Act. (iv) BUYER will undertake commercially reasonable efforts to obtain all consents, approvals or any actions of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination the Antitrust Authorities and shall cooperate with SELLER and propose to the relevant Antitrust Authorities appropriate and reasonable remedies to alleviate potential concerns generated by the Agreement and the consummation of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and shall commit itself to such remedies vis-a-vis the Ancillary Agreementsrelevant Antitrust Authorities, (b) that materially adversely affects with the ability aim of enabling the completion of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as consummation of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution transactions contemplated by Section 2(h)) or (e) this Agreement as soon as practicable; provided, however, that otherwise is reasonably likely BUYER will not be required to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or take any of its Affiliatesaction that would materially impact this transaction. Without the prior written consent of Buyer, Sellers Such remedies shall not, and shall cause their respective Affiliatesin any way, reduce BUYER's obligations to pay the full Purchase Price as required by this Agreement. Before proposing such remedies to the relevant Antitrust Authorities, the Targets and their respective Representatives not to, take or refrain from or BUYER shall reveal to SELLER the remedies to be proposed. The Parties also agree to that they will use all Reasonable Efforts in the taking or refraining from any action (including any amendment, waiver or termination defense of any agreementlawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement and the consummation of the transactions contemplated by this Agreement, including this Agreement or seeking to have any Ancillary Agreement) or to permit or suffer to exist any restrictionstay, condition, limitation or requirement that would constitutetemporary restraining order, or would reasonably other injunction entered by any court or other governmental entity vacated or reversed. (v) BUYER shall be expected to result in solely responsible for all filing fees associated with Easements, including railroad assignments, and for the imposition of, a Burdensome Conditioncost of obtaining the Customary Post-Closing Consents.

Notices and Consents. (ia) Prior to the Closing Date and subject to SECTION 6.2(D) below, GM shall use commercially reasonable efforts to give, or to cause the other Sellers willto give, all notices directed to be given by the Buyer and will to obtain, or to cause each the other Sellers to obtain, those consents, approvals or authorizations of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, under the Material Contracts that are required in connection with set forth on Schedule 6.2(a). (b) Prior to the execution of this Agreement Closing Date, GM and the Buyer shall, and GM shall cause the other Transaction Agreements and Sellers to, use commercially reasonable efforts to obtain all material consents, approvals or authorizations of all Governmental Entities that are, or will become, necessary for the consummation of the transactions contemplated by this Agreement, including any material consents, approvals or authorizations required by any of the Permits, and the Parties shall cooperate with each other in seeking any such consents, approvals or authorizations and making any filings or notifications with any Governmental Entity required in connection with the transactions contemplated hereby or otherwise as reasonably requested by any of the Parties, but in each case, excluding any consents, approvals and therebyauthorizations under any Antitrust Laws other than the HSR Act and any Required Antitrust Filings. (c) Each of the Buyer and GM, or the relevant Affiliate of either such Party, shall (i) within ten (10) Business Days following the execution and delivery of this Agreement, file all notifications and related materials that are required under (A) the HSR Act and (B) reasonably cooperate those non-U.S. antitrust or competition Laws (the "Antitrust Laws") set forth on Schedule 6.2(b) (the "Required Antitrust Filings"), it being understood that the commencement of the European Union Merger Review Process and the filing of a preliminary Form CO with the other PartiesEuropean Union Commission shall constitute the making of the antitrust filing required in the European Union for the purpose of meeting the ten (10) Business Day filing requirement, (ii) use commercially reasonable efforts to obtain early termination of the applicable waiting period or expedited review, as applicable, of such notifications and furnish the other Parties with such necessary information related materials and reasonable assistance as such other Parties may reasonably request, in (iii) take further actions and make all further filings pursuant thereto. In connection with the preparation foregoing, each Party shall (x) promptly notify the other Party of any such notices and filings and obtaining such written communication to that Party or its Affiliates from any Governmental ApprovalsEntity and, providedsubject to applicable Law, however, in no event will provide the other Party with a copy of any Party be required to disclose written communication to any other Party of the foregoing and (y) not participate in any proprietary substantive meeting or commercially sensitive information discussion with any Governmental Entity in respect of itself any filing, investigation or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with inquiry concerning the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any Documents unless it consults with the other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliatesadvance and, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all the extent permitted by such filings and written materials after their filing or submissionGovernmental Entity, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any gives the other Party any proprietary the opportunity to attend and participate in such meeting or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationdiscussion. (iiid) Subject In connection with and without limiting the generality of the foregoing, for purposes of this SECTION 6.2, commercially reasonable efforts of the Parties shall be deemed to Applicable Lawinclude (i) offering to enter into, Buyer and Sellers shall promptly advise each other upon receiving entering into, any communication from settlement, undertaking, consent decree, stipulation or agreement or agreeing to any order regarding antitrust matters in connection with any objections of any Governmental Authority whose consent or approval is required for consummation of Entity to the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. hereby and (ivii) Each of Buyer, on the one handoffering to divest to others and/or hold separate, and Sellersdivesting or otherwise holding separate (including by establishing a trust or otherwise), on the or taking any other hand, shall use reasonable best efforts action (or otherwise agreeing to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or do any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or ratingforegoing) with respect to, any portion of its and/or the business, assets or properties of its Subsidiaries, other than any such action pursuant to clause(s) (i) and/or (ii) that would require any divestiture, holding separate or sale (by whatever means) of (or any agreement to do any of the foregoing) any material assets of GM and the Buyer. (e) The Buyer shall be responsible for the payment of 100 percent of the amount of any fees required in connection with the filing of any notifications and related materials that are required under the HSR Act or in connection withwith the Required Antitrust Filings. (f) Notwithstanding anything to the contrary contained herein, (i) neither the Sellers nor any Transferred Subsidiary shall be required to make any expenditure or incur any liability in connection with such efforts and (ii) the Buyer acknowledges and agrees that, except with respect to the HSR Act and the Required Antitrust Filings as provided in SECTION 8.1(A) and except as provided in SECTION 8.2(E) and SECTION 8.2(F), the successful procurement of any consent, approval or authorization of any third party is not a condition to the Buyer's obligation to effect the Closing. Notwithstanding anything to the contrary contained herein, and except as otherwise provided under any Ancillary Document, the Buyer further agrees that, so long as the Sellers have complied with their obligations under this SECTION 6.2, no representation, warranty, covenant or agreement of the Targets Sellers contained herein shall be breached or deemed breached, and no condition of the Buyer (other than the capital contribution contemplated by Section 2(hSECTION 8.1(A), SECTION 8.1(B), SECTION 8.2(E) and SECTION 8.2(F)) shall be deemed not to be satisfied, solely as a result of the failure to obtain any consent, approval or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionauthorization.

Notices and Consents. (ia) Sellers willFrom the date hereof through the Closing, subject to the terms and conditions herein provided, including Section 7.2, each of the Seller, Seller Parent, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate Buyer agrees to use its reasonable best effortsefforts to take, at Sellers’ expenseor cause to be taken, all actions and to obtain do, or cause to be done, all third-party consents that may be or may become reasonably things necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate in good faith with the Ancillary Agreementsother in connection with the foregoing, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use using its reasonable best efforts (i) to obtain any Governmental Approvalsall consents, in each case, approvals and authorizations that are required to be obtained under any Applicable Law, (ii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iii) to effect all necessary registrations and filings, including, but not limited to, filings under the Hart-Scott-Rodino Act and submissions of information requested by Govxxxxxxxxx Xxxxxxxs, and (iv) to fulfill all conditions to this Agreement. (b) In addition to the foregoing, and not in limitation thereof, each of the Seller, Seller Parent and Buyer covenants and agrees to file the notices required to be filed with any Person in connection with the execution transactions contemplated hereby within five (5) Business Days of the date hereof, including but not limited to, filing premerger notification under the Hart-Scott-Rodino Act (which shall be filed within two (2) Business Dxxx xx xxx xxxx xereof and each party shall request early termination of the waiting period) and all other notices, registrations, applications or other filings that may be required with any other Governmental Entities. The Seller, Seller Parent, and the Buyer further covenant and agree, with respect to 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 ability of the parties hereto to consummate the transactions contemplated hereby, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. Further, each of Buyer and Seller will be given notice of and a reasonable opportunity to participate in contacts with any Governmental Entity regarding antitrust or merger control matters. To the extent permitted by Applicable Law, Buyer and Seller shall provide the other the opportunity to make copies of all material correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the transactions contemplated by this Agreement, except for documents filed pursuant to Item 4(c) of the Hart-Scott-Rodino Notification and Report Form or communications regaxxxxx xxx xxxx xx documents or information submitted in response to any request for additional information or documents pursuant to the Hart-Scott-Rodino Act which reveal Seller's or Buyer's negotiating obxxxxxxxx xx xxxxxegies or purchase price expectations. Buyer and Seller acknowledge that all such information provided pursuant to the foregoing sentence shall be subject to the terms of the Confidentiality Agreement. (c) Buyer and Seller shall notify and keep the other Transaction Agreements and advised as to (i) any material communication from the consummation Federal Trade Commission, the United States Department of Justice or any other Governmental Entity regarding any of the transactions contemplated hereby and thereby(ii) any Action pending and known to such party or, and (B) reasonably cooperate with the other Partiesto its knowledge, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably requestthreatened, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to which challenges the transactions contemplated hereby (including objections hereby. Except as provided herein, Buyer, Seller and Seller Parent shall not take any action inconsistent with their obligations under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that this Agreement which would prevent, prohibit, restrict materially hinder or delay the consummation of the transactions contemplated hereby; and by this Agreement. (IIId) comply fully with all restrictions and conditions imposed or requested All documents required to be filed by any of Buyer or Seller or any of their respective Affiliates with any Governmental Authority Entity in connection with granting any necessary consent this Agreement or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or will comply in all material respects with the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect provisions of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers willDuring the Interim Period, and each Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any all notices to third parties, Governmental Authorities and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, other Persons and use its reasonable best efforts to obtain any Governmental Approvalsobtain, in each casewriting, that are without penalty or condition which is adverse to Buyer, all consents, Permits, certificates, covenants, waivers, authorizations or novations required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or and the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationRelated Agreements as expeditiously as possible. Buyer will reasonably cooperate with the Seller Parties with any reasonable request from any Seller Party in furtherance of Seller’s notices and Sellers shall promptly furnish to each other copies applications required under this Section 5.1(b). During the Interim Period, Representative will provide Buyer a complete copy of all such filings and written materials letters, applications or other documents prior to their submission to or promptly after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication receipt from any Governmental Authority whose consent or approval is other Person with respect to each consent, Permit, certificate, covenant, waiver, authorization or novation, and will afford Buyer the opportunity to comment on any letter, application and other document to be submitted reasonably in advance of the anticipated time of submission. During the Interim Period, Representative will inform Xxxxx of the content of any oral submission reasonably in advance of an anticipated oral communication with any Governmental Authority and afford Buyer the opportunity to comment on any such oral submission. During the Interim Period, Representative will promptly and regularly advise Buyer concerning the status of each consent, Permit, certificate, covenant, waiver, authorization or novation, including any difficulties or delays experienced in obtaining and any conditions required for consummation such items. During the Interim Period, no Seller will permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless Representative informs Buyer in advance and, allows Buyer to provide its input and assistance to such Seller or Representative, as applicable, in connection with such filings or investigation and such Seller and Representative will take Buyer’s input into account in all communications with such Governmental Authority. During the Interim Period, no Seller nor Buyer will: (i) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without Related Agreements without the prior written consent of of, Representative, with respect to the Buyer, Sellers shall not, and shall cause their respective Affiliates, Buyer with respect to any Seller; or (ii) take any other action that would be reasonably likely to prevent or materially delay the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination receipt of any agreementsuch consent, including this Agreement approval, waiver, authorization, notice or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionnovation.

Notices and Consents. (i) Sellers Each of the Parties will, and the Seller will cause each of their Affiliates (including the Targets) Company to, at Sellers’ expense, give any notices or make any filings required in connection with, and use its Commercially Reasonable Efforts to third partiesobtain, the Required Governmental Approvals and Necessary Consents. Without limiting the generality of the foregoing: (i) as promptly as practicable (but in no event more than 20 days) after the date of this Agreement, each of the Parties will file (and will cause any of their necessary Affiliates to file) any Notification and Report Forms and related material that it or he may be required to file with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the Xxxx-Xxxxx-Xxxxxx Act, will use and cause such Affiliates to use its and their Commercially Reasonable Efforts to obtain expiration or early termination of the applicable waiting period, and will use their reasonable best efforts, and will cause each such Affiliate Affiliates to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents make any further filings pursuant thereto that may be or may become reasonably necessarynecessary in connection therewith; (ii) as promptly as practicable (but in no event more than 20 days) after the date of this Agreement, proper or advisable the Seller will cause the Company to file a complete Form 394 and a Request for Transfer of Control with respect to each of the Franchises with the Telecommunications Regulatory Board and the Buyer will provide all information and documentation regarding its organization, operations, management, ownership and business as are required to be obtained included therein; and (iii) as promptly as practicable (but in no event more than 20 days) after the date of this Agreement, the Parties shall file applications with the FCC for consent to the change of control of the Licenses issued by Sellers or their Affiliates the FCC (other than the earth station and business radio Licenses issued by the FCC, as to consummate and make effective which such applications shall be filed at the transactions appropriate time), as contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure ScheduleAgreement. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Partiesin obtaining all Required Governmental Approvals and Necessary Consents, and furnish the other Seller will cause the Company to cooperate with the Parties with in obtaining all Required Governmental Approvals and Necessary Consents. Notwithstanding anything to the contrary contained in this Agreement, in the case of a Franchise or License, the Buyer shall only be obligated to accept, and agrees that the Company may accept, changes to such necessary information and reasonable assistance as such other Parties may reasonably request, Franchise or License in connection with obtaining the preparation of any such notices and filings and obtaining such Required Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, Approvals or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting obtaining the Required Governmental Approvals that do not increase the obligations of the Company or the Buyer in any necessary consent material respect, or approvalreduce the rights of the Company or the Buyer in any material respect, including asset divestitures under the related Franchise or conduct-limiting conditions. License to which they relate (ii) The Parties agree that they will consult with each other with respect the "Limited Changes"). Notwithstanding anything to the obtaining of all required Governmental Approvals and each Party will keep contrary contained in this Agreement, the other Parties reasonably apprised of the status of matters relating Buyer shall be obligated to such Governmental Approvals. Buyer and Sellers shall have the right to review in advanceaccept, and agrees that the Company may accept, changes to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority Contracts in connection with obtaining the transactions contemplated by this Agreement Necessary Consents provided that such changes have no adverse economic impact on the Contract, the Company or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation operation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, business and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required changes shall be considered "Limited Changes" for the consummation purposes of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) . Notwithstanding anything contained herein to the contrary, Buyer if there is a change or condition imposed that is solely monetary in nature and that does not constitute a Limited Change, Seller may, but shall not be obligated to, make a payment to take the Company at Closing, as reasonably agreed by Buyer, that compensates the Company for such change or refrain from taking condition, in which case, such change or condition shall be considered a Limited Change for purposes hereof. Notwithstanding anything to agree to itthe contrary contained in this Agreement, its Affiliates or any of neither the Targets or Buyer, the Seller, nor any of their respective Representatives taking or refraining from taking any action Affiliates shall be required (i) to hold separate (including any amendment, waiver by trust or termination otherwise) or divest of any agreement, including this Agreement of their respective businesses or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreementsassets, (bii) that materially adversely affects to agree to any limitation on the ability operation or conduct of the Targets, taken as a whole, their respective businesses or (iii) to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, waive any of the Targets (other than conditions set forth in Section 7 of this Agreement. Notwithstanding anything to the capital contribution contemplated by Section 2(h)) contrary contained herein, neither the Buyer nor Seller shall have any liability for a failure to obtain any Required Governmental Approval or (e) Necessary Consent that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on satisfies the business, financial condition, operations or results of operations of foregoing requirements as long as the Buyer or any of the Seller, as the case may be, complies with its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including obligations set forth in this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionSection 5(b).

Notices and Consents. (i) Sellers will, The Seller and the Stockholders will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any --------------------- notices to third parties, and the Seller and the Stockholders will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each casethird party consents, that are required the Buyer reasonably may request in connection with the execution matters referred to in (S)3(c) above. Without limitation of this Agreement the foregoing, the Seller and the other Transaction Agreements Stockholders will promptly with the Buyer's assistance, at the Buyer's expense, and in a form approved by the Buyer or supplied by the Buyer's contract attorney, advise all government agencies whose consent will be required for (i) the performance on and after the Closing by the Buyer (as sub-contractor to the Seller) of the Seller's obligations under all Government Contracts to which the Seller is a party as of the Closing and the consummation payment to the Buyer of all payments owed to the Seller under such Government Contracts on and after the Closing, (ii) the novation as soon as practicable following the Closing of all such Government Contracts so as to provide that the Buyer (in place of the transactions contemplated hereby and therebySeller) will be a party to such Government Contracts, and (Biii) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect award to the transactions contemplated hereby Buyer of contracts under all Bids and Proposals submitted by the Seller prior to Closing (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and except to the extent practicablethat the Buyer shall elect prior to the Closing to exclude the Seller's rights and obligations under any such Bids and Proposals from the Acquired Assets and Assumed Liabilities). To the extent that the Buyer shall notify the Seller in writing prior to the Closing that the Buyer has elected to exclude the Seller's rights and obligations under any Bids and Proposals from the Acquired Assets and the Assumed Liabilities, the Seller shall take prior to the Closing such actions as shall be necessary and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts appropriate to ensure that Representatives of neither the Buyer nor the Seller will incur any Liabilities or other have obligations on and after the right to attend or participate in any hearingClosing as a result thereof. Such actions by the Seller may include, proceedingwithout limitation, meeting, conference or similar event before or with a Governmental Authority (excluding withdrawing any such event Bids and Proposals or portion thereof relating to matters that are confidential under Applicable Law) arranging (with, to the extent relating specifically to any Governmental Approvals required for required, the consummation consent of the transactions contemplated Person(s) to which the Seller submitted such Bids and Proposals) for another Person to assume the Seller's obligations under such Bids and Proposals if such Bids and Proposals are accepted by this Agreement or any Ancillary Agreementthe Person(s) to which the Seller submitted such Bids and Proposals. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, Seller must give any notices to third parties, parties and will must use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best commercial efforts to obtain any Governmental Approvals, in each case, that are required such consents as the other Party may reasonably request in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement and the Related Agreements, including the Required Consents. At the request of Seller, Buyer must provide Seller with such assistance and information as is reasonably requested by Seller to obtain the Required Consents. Any costs incurred in obtaining the such Required Consents must be borne by Seller. Seller must provide written notice to Seller’s employees and the director of the Department of Labor and Industrial Relations of the State of Hawaii 60 days before the Closing Date, as required under the Hawaii Dislocated Workers Act. Seller agrees that it will be responsible for all liability, back pay, or penalties for any Ancillary Agreement. (v) violations of Hawaii’s Dislocated Workers Act arising out of termination of Seller’s employees by Seller on, or prior to, the Closing Date. Notwithstanding anything herein in this Agreement to the contrary, Buyer this Agreement shall not be obligated constitute an agreement to take or refrain from taking or to agree to it, its Affiliates assign any Purchased Asset or any claim or right or any benefit arising under or resulting from such Purchased Asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach, default, violation or other contravention of the Targets or any rights of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirementsthird party, would be ineffective with respect to any party to an agreement concerning such Purchased Asset, claim or right, or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and way adversely affect the economicrights of Seller or, Tax upon transfer, Buyer under such Purchased Asset, claim or business right. If any transfer or assignment by Seller to Buyer, or any assumption by Buyer of, any interest in, or liability, obligation or commitment under, any Purchased Asset, claim or right requires the consent of a third party, then such transfer or assignment or assumption shall be made subject to such consent being obtained. If any such consent is not obtained before the Closing, and the Closing shall nonetheless take place on the terms set forth herein, thereafter, Seller shall use its best efforts to secure such consent as promptly as practicable after the Closing. Seller shall cooperate with Buyer in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer shall obtain (without infringing upon the legal rights of such third party or violating any applicable Law) the economic claims, rights and benefits under the Purchased Asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement, and (ii) Buyer shall assume any related economic burden with respect to the Purchased Asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement. For the avoidance of doubt, subject only to Section 7.1(b), the terms of this Section 5.2 do not constitute conditions precedent to Closing, but rather represent the means for facilitating the assignment to Buyer of certain of the Purchased Assets and the assumption by Buyer of any obligations relating thereto, that Buyer and its Affiliates reasonably expect has agreed to derive from assume, under the transactions contemplated by terms of this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers willEach Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and will cause each of their Affiliates (including the Targets) toto effect all registrations, at Sellers’ expensefilings and notices with or to Governmental Entities, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that as may be or may become reasonably necessary, proper or advisable required with respect to be obtained by Sellers or their Affiliates such Party in order to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, otherwise comply with all applicable laws and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required regulations in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (vb) Notwithstanding anything herein The Seller shall use its Reasonable Best Efforts to cause the landlord under the lease covering each Acquired Store to execute and deliver to the contraryBuyer at the Closing (i) an Assignment and Assumption of Lease Agreement satisfactory to the Buyer evidencing the consent of the landlord to the assignment by the Seller to the Buyer of such lease and containing (x) customary estoppel provisions indicating that there are no defaults or current liabilities on the part of the Seller and (y) an acknowledgement by the landlord providing that any radius restrictions contained in the lease shall not apply to any store operated by Buyer under the Yankee Candle trade name (an “Assignment of Lease”) and (ii) a consent of the landlord to the assignment by the Seller to the Buyer of such lease in the form attached hereto as Exhibit E (the “Landlord Consent”), Buyer it being agreed that a Landlord Consent shall not be obligated required if the Seller is able to take or refrain obtain an executed Assignment of Lease prior to the Closing. In the event the Buyer is unable to cause a landlord under the lease covering an Acquired Store to execute and deliver an Assignment of Lease at the Closing, the Seller shall continue to use its Reasonable Best Efforts to obtain such Assignment of Lease from taking or to agree to it, its Affiliates or any of each such landlord as promptly as practicable following the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, Closing. (c) requiring The Seller shall use its Reasonable Best Efforts to obtain, at its expense, any other waivers, consents or approvals from third parties, and to give any notices to third parties, as are required by law or by contract (including without limitation any required consents to assignment of the saleAssigned Contracts other than the leases for the Acquired Stores) in order to permit the Seller to sell, leasetransfer, licenseconvey, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or assign and deliver to the Targets, Buyer the Acquired Assets at the Closing. (d) that requires The Buyer shall have the right to participate with the Seller in any discussions or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital negotiations with landlords or other support necessary to maintain a minimum risk-based capital level or rating) third parties with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination obtaining of any agreementAssignment of Leases, including this Agreement waivers, consents or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionapprovals.

Notices and Consents. (ia) Sellers The Insurance Company will obtain a written Consent or certified resolutions by the Board of Directors of the Insurance Company approving of the Merger and the Transactions as set forth herein. (b) The APSG Parent will obtain a Consent by the Board of Directors of the APSG Parent approving of the Merger and the Transactions as set forth herein. (c) The Insurance Company will (subject to SEC approval of any proxy or joint proxy information that may be used in connection with such a meeting or submission to a vote) call and hold a meeting of its Subscribers as soon as practicable after the date hereof, at which meeting the Board of Directors of the Insurance Company will submit and recommend the Agreement and the Transactions described herein to its Subscribers, and, if the requisite approval is obtained, will undertake promptly to consummate the Merger and the Transactions as set forth herein. (d) The APSG Parent will (subject to SEC approval of any proxy or joint proxy information that may be used in connection with such a meeting or submission to a vote) call and hold a meeting of its shareholders as soon as practicable after the date hereof, at which meeting the Board of Directors of such APSG Party will, subject to its fiduciary obligations to shareholders, submit and recommend the Agreement and the Transactions described herein to its shareholders, and, if the requisite approval is obtained, will undertake promptly to consummate the Merger and the Transactions as set forth herein. (e) The Insurance Company will make the necessary notifications to or filings with TDI, AID, the SEC and any other relevant state or federal regulatory agencies, including but not limited to obtaining a No-Action Letter from the SEC stating that the Insurance Company Common Stock and Insurance Company Preferred Stock, issued pursuant to the Conversion, are exempt from registration with the SEC (the "SEC No-Action Letter") and will cause each of their Affiliates use its Best Efforts to provide the APSG Parties with all the information needed to make the necessary notifications and filings with the SEC. (including f) Each APSG Party will make notifications to or filings with TDI, AID, the TargetsSEC, and any other relevant state or federal regulatory agencies, which are required to be made by any APSG Party in order to consummate the Merger and the Transactions as set forth herein. (g) to, at Sellers’ expense, The Insurance Company will give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, Best Efforts to obtain all third-any third party consents Consents listed on Schedule 4.3, or that APSG Parent reasonably may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective otherwise request in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c4.3. (h) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties APSG Party will (and Sellers will cause each Target to) (A) give any notices toto third parties, and make any filings with, any Governmental Authorities, and will use its reasonable best efforts Best Efforts to obtain any Governmental Approvalsthird party Consents listed on Schedule 3.3, in each case, or that are required the Insurance Company reasonably may otherwise request in connection with the execution of this Agreement matters referred to in Section 3.3. (i) Each Party will cooperate and use its Best Efforts to agree jointly on a method to overcome any objections by any Governmental Body to the other Transaction Agreements Transactions. Without limiting the foregoing, each Party (i) will file any notification and report forms and related material that such Party may be required to file under the consummation HSR Act, (ii) if requested by APSG Parent, will use their Best Efforts to obtain an early termination of the transactions contemplated hereby and therebyapplicable waiting period, and (Biii) reasonably cooperate with will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. APSG Parent and the other PartiesInsurance Company will bear the cost of the HSR Act filing fee equally. No Party shall be obligated to file a suit or to appeal from any adverse ruling by the Commissioner of TDI or the Commissioner of AID, and furnish neither the other Parties with APSG Parent nor the Insurance Company shall be obligated to make any material changes in any lawful, good faith management policy in order to gain such necessary information and reasonable assistance as such other Parties may reasonably requestapproval. (j) Nothing in this Section 5.2 will require that (i) APSG Parent or its Affiliates divest, in connection with the preparation sell, or hold separately any of any such notices and filings and obtaining such Governmental Approvalsits assets or properties, providedor (ii) APSG Parent, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: Insurance Company (I) resolve any objections of any Governmental Authority the determination with respect to which APSG Parent will make) take any actions that could affect the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry normal and regular operations of and have vacatedAPSG Parent, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials the Insurance Company after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationthe Closing. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers willPrior to the Closing Date, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and Seller will use their its commercially reasonable best efforts, efforts to give all notices required to be given and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be those consents, approvals or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) authorizations of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, third parties that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or under the Ancillary AgreementsMaterial Contracts that are set forth on Schedule 4.7; provided, however, that the novation of U.S. Prime Contracts shall be governed by and conducted exclusively in accordance with Section 7.3. Notwithstanding the foregoing or Section 6.1, (a) the Seller shall not be required to pay or otherwise provide any consideration to, or incur any liability to, any other Person from whom any such consents, approvals or authorizations are requested, and (b) the Buyer acknowledges and agrees that, except for the Required Consents, the successful procurement of any consent, approval or authorization of any third party is not a condition to the Buyer’s obligation to effect the Closing. (b) The Seller and the Buyer shall as soon as practicable, but in no event will any Party be required later than three (3) Business Days following the date hereof (or by such other time mutually acceptable to disclose the Buyer and the Seller), submit to any other Party any proprietary or commercially sensitive information in respect CFIUS a complete draft of a Party joint voluntary notice pursuant to Exon-Xxxxxx with respect to this Agreement and the transactions contemplated hereby, and submit to CFIUS a final joint voluntary notice pursuant to Exon-Xxxxxx within five (5) Business Days after submission of the draft notification (or such earlier time if CFIUS notifies the parties that it does not have any comments on the draft notification) (such notifications and other filings submitted to CFIUS, including as subsequently updated or modified, collectively, the “CFIUS Filing”). The Seller and the Buyer shall provide CFIUS with any additional or supplemental information requested by CFIUS or its Affiliatesmember agencies during the Exon-Xxxxxx review process within three (3) Business Days of receipt of such request, or any personally identifiable information. if the Seller and the Buyer and Sellers shall promptly furnish mutually agree to each other copies of all seek an extension in relation thereto, such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationlonger period as CFIUS may allow. (iiic) Subject Prior to Applicable Lawthe Closing, the Seller and the Buyer shall use commercially reasonable efforts to obtain all requisite clearances and approvals from CFIUS and any such other Governmental Entity as promptly as practicable. Prior to the Closing, the Seller and the Buyer shall inform each other promptly of any communication made by or on behalf of such Party (including permitting the other Party to review such communication in advance, but excluding any communication involving the personal identifier information, as defined in the CFIUS regulations of Buyer and Sellers its Affiliates), or received with respect to, the CFIUS Filing and shall promptly advise furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any such filing, submission or other act that is necessary or advisable with respect to the CFIUS Filing. Prior to the Closing, the Seller and the Buyer shall keep each other upon receiving timely appraised of the status of any communication from communications with CFIUS, and any inquiries or requests for additional information with respect to the CFIUS Filing, and shall comply promptly with any such inquiry or request. Prior to the Closing, neither Party shall agree to participate in any meeting or discussion with CFIUS or any other applicable Governmental Authority whose consent or approval is required for consummation of Entity in connection with the CFIUS Filing concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by CFIUS or any such other Governmental Entity, gives the Ancillary Agreements, including promptly furnishing each other copies of any written Party the opportunity to attend and participate at such meeting or electronic communicationsdiscussion. (ivd) The Buyer shall use commercially reasonable efforts to avoid or eliminate all impediments under Exon-Xxxxxx that may be asserted by CFIUS or any other Governmental Entity, so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement. (e) Each Party shall bear its own fees, costs and expenses (including attorneys’ fees) incurred in connection with the filing of Buyer, on the one hand, any notifications and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters related materials that are confidential under Applicable Lawrequired in connection with the CFIUS Filing. (f) Prior to the extent relating specifically to Closing, the Buyer and the Seller shall cooperate with one another in determining whether any other action, consent or approval by or in respect of, or filing with, any Governmental Approvals Entity, is required for or reasonably appropriate in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein . Subject to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any terms and conditions of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary AgreementsConfidentiality Agreement, (b) that materially adversely affects in taking such actions, seeking such consents or approvals, or making any such filings, the ability of Buyer and the TargetsSeller shall furnish information required in connection therewith and timely seek to obtain any such actions, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal consents or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates approvals and to make available any such filings. Notwithstanding the foregoing or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates6.1, the Targets Seller shall not be required to pay any consideration (except filing and their respective Representatives not toapplication fees) to any such Governmental Entity from which any such action, take consent or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionapproval is requested.

Notices and Consents. (a) Sellers will cause the Company to (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate the Company to use its commercially reasonable efforts to obtain any third party consents, waivers, approvals, authorizations, orders, amendments to agreements and estoppel agreements set forth in Section 8.1(e) of the Disclosure Schedule and (ii) make any filings with, and use its commercially reasonable best efforts, at Sellers’ expense, efforts to obtain all third-party consents that may be or may become reasonably necessaryany authorizations, proper or advisable to be obtained by Sellers or their Affiliates to consummate consents, and make effective approvals of Governmental Authorities in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c) above, the Lease Consents5.3, and Buyer will reasonable cooperate with the items set forth Company in Section 5(b) of the Sellers Disclosure Scheduleconnection therewith. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its commercially reasonable best efforts to obtain any required authorizations, consents, and approvals of Governmental Approvals, in each case, that are required Authorities in connection with the execution matters referred to in Sections 3.3 and 4.3. (b) Without limiting the generality of this Agreement the foregoing, each of the Parties will (A) file (or use its commercially reasonable efforts to cause its appropriate Affiliates to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the other Transaction Agreements and the consummation Antitrust Division of the transactions contemplated hereby United States Department of Justice under the HSR Act, and thereby, will use its commercially reasonable efforts to obtain an early termination of the applicable waiting period and (B) reasonably cooperate make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Each of Buyer and Sellers Representative will supply each other with the other Partiescopies of all correspondence, communications, filings, notifications, forms, and related materials filed under the HSR Act (“HSR Materials”) and each Party may suggest reasonable changes to another Party’s HSR Materials prior to filing. Sellers and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such HSR Materials as promptly as possible. Sellers and Buyer agree to furnish the other Parties with such necessary information and reasonable assistance as such other Parties Party may reasonably request, request in connection with the its preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsHSR Materials. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers will, and will cause each of The Seller Parties shall use their Affiliates (including the Targets) to, at Sellers’ expense, commercially reasonable efforts to give any all notices to third partiesparties and to obtain all third party approvals, consents, novations and waivers required to be obtained or made by any of the Seller Parties prior to consummation of the transactions contemplated herein. The Buyers hereby agree to provide all reasonably requested assistance and to cooperate with any reasonable request made by the Seller Parties' in the Seller Parties' efforts to obtain such third party consents. The parties have filed a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, and will use their commercially reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates efforts tx xxxxxx xxxxxxxxe to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements and will make all further filings with the Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant thereto that may be necessary, including those referred proper or advisable. The Seller Parties shall, prior to the Closing Date, diligently pursue and complete any duties imposed upon the Companies or Sellers under any applicable state or provincial environmental transfer act. (b) The Seller Parties and the Buyers agree that, in Section 4(c) abovethe event any consent, approval or authorization necessary or desirable to preserve for the US Company and the Canadian Buyer any right or benefit under any Contract or arrangement to which any Seller Parties or either Company is a party is not obtained prior to the Closing, the Lease ConsentsSeller Parties will, subsequent to the Closing, cooperate with the Buyer Parties in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller Parties shall use commercially reasonable efforts to provide the US Company and the items set forth in Section 5(b) Canadian Buyer with the rights and benefits of the Sellers Disclosure Schedule. Each affected Contract or arrangement for the term of such Contract or arrangement, and, if the Seller Parties provide such rights and benefits, the US Company and the Canadian Buyer shall assume the obligations and burdens thereunder. (c) The Buyers shall use their commercially reasonable efforts to give all notices to third parties and to obtain all third party approvals, consents, novations and waivers required to be obtained or made by any of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts Buyers prior to obtain any Governmental Approvals, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyherein, and (B) reasonably cooperate with the other Partiesincluding, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably requestwithout limitation, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsBarnes Credit Facilities. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers will, and Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, Best Efforts to obtain all third-any third party Consents listed on Schedule 5.2 of the Seller Disclosure Schedule; provided, however, that nothing in this Section 5.2(a) shall apply to any Center Leases, consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to for which are addressed in Section 4(c5.2(d) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedulebelow. Each of the Parties Seller will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts Best Efforts to obtain any Consents of Governmental ApprovalsBodies, in each caseif any, that are required pursuant to any applicable Law in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, Transactions including in connection with the preparation of any such notices matters referred to in Sections 3.1(c) and filings and 4.3. Buyer shall reasonably cooperate with Seller in obtaining such third-party Consents. (b) Each Party will cooperate and use its Best Efforts to agree jointly on a method to overcome any objections by any Governmental ApprovalsBody to the Transactions. Without limiting the foregoing, provided, however, in no event each Party (i) will file any notification and report forms and related material that such Party may be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliatesfile under the HSR Act, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they if requested by Buyer or Seller, will consult with each other with respect use its Best Efforts to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised obtain an early termination of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advanceapplicable waiting period, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Lawand will make any further filings pursuant thereto that may be necessary, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent proper, or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of advisable in connection therewith. Buyer, on the one hand, and SellersParent, on the other handother, will bear the cost of the HSR Act filing fee equally. (c) Nothing in this Section 5.2 will require that (i) Buyer or its Affiliates divest, sell, or hold separately any of its assets or properties, or (ii) Buyer or its Affiliates, (the determination with respect to which Buyer will make) take any actions that could affect the normal and regular operations of Buyer or its Affiliates after the Closing. (d) Seller shall use Best Efforts to deliver to and obtain prior to Closing from each landlord (a “Landlord”) under each Center Lease a Center Lease Consent in the form of Exhibit J hereto; provided, however, that Seller shall not be required to use such Best Efforts, nor shall Seller be required to formally request any Landlord’s consent, with respect to any Center Lease which gives the Landlord the right to amend, modify or terminate such lease in the event of a proposed assignment or request for approval of an assignment or which contains any similar provision. In the case of any Center Lease giving the Landlord such rights, Seller shall use its Best Efforts to cause the Landlord to waive such rights as to the assignment contemplated hereunder and, upon such waiver, shall use its Best Efforts to obtain a Center Lease Consent in the form of Exhibit J hereto. Seller shall pay all reasonable best efforts fees, costs, charges and other expenses associated with or incurred in connection with the execution and delivery to ensure Buyer of each Center Lease Consent; provided, however, that Representatives such amounts shall be limited solely to actual out of pocket costs of the other have the right to attend or participate in any hearingLandlord under a given Center Lease, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contraryunder such Center Lease, Buyer and Seller’s costs and Seller’s own attorneys fees and costs in connection therewith. Seller shall not be obligated required to take pay any other amounts, including, without limitation, any fees or refrain from taking consideration required by any Landlords as a condition to the granting of consent to the assignment of a Center Lease, any amounts described in a given Center Lease as a “profit,” “transfer premium,” “recapture payments,” “key money” or “bonus,” or any other sums described in a Center Lease as consideration payable to agree or received by Seller in connection with an assignment or sublease. To the extent Seller deems necessary, Seller may enter into amendments to itone or more Center Leases, provided that such amendments may not materially alter the economic terms thereof, alter the existing lease term (including any option to extend such term) or otherwise materially adversely affect the rights of the tenant thereunder. Other than the covenant to use its Affiliates Best Efforts as required by the first sentence of this Section 5.2(d), in no event shall the obtaining or delivery (or the receipt thereof in or with any particular form or content) of all or any of the Targets or any of their respective Representatives taking or refraining Center Lease Consents from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) Landlords constitute a covenant, obligation or (e) that otherwise is reasonably likely agreement of Seller under this Agreement, and any failure to have a Material Adverse Effect obtain or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or deliver any of its Affiliates. Without the prior written consent Center Lease Consents shall not constitute a default or breach of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers will, and will cause each of their Affiliates the Subject Companies to (including the Targetsi) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate of the Subject Companies to use its commercially reasonable efforts to obtain any third party consents, waivers, approvals, authorizations, orders, amendments to agreements and estoppel agreements set forth in Section 8.1(e) of the Disclosure Schedule and (ii) make any filings with, and use its commercially reasonable best efforts, at Sellers’ expense, efforts to obtain all third-party consents that may be or may become reasonably necessaryany authorizations, proper or advisable to be obtained by Sellers or their Affiliates to consummate consents, and make effective approvals of Governmental Authorities in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c) above, the Lease Consents5.3, and Buyer will reasonable cooperate with the items set forth Subject Companies in Section 5(b) of the Sellers Disclosure Scheduleconnection therewith. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of Governmental Approvals, in each case, that are required Authorities in connection with the execution matters referred to in Sections 3.3 and 4.3. (b) Without limiting the generality of this Agreement the foregoing, each of the Parties will (A) file (or use its commercially reasonable efforts to cause its appropriate Affiliates to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the other Transaction Agreements and the consummation Antitrust Division of the transactions contemplated hereby United States Department of Justice under the HSR Act, and thereby, will use its commercially reasonable efforts to obtain an early termination of the applicable waiting period and (B) reasonably cooperate make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Each of Buyer and Sellers Representative will supply each other with the other Partiescopies of all correspondence, communications, filings, notifications, forms, and related materials filed under the HSR Act (“HSR Materials”) and each Party may suggest reasonable changes to another Party’s HSR Materials prior to filing. Sellers and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such HSR Materials as promptly as possible. Sellers and Buyer agree to furnish the other Parties with such necessary information and reasonable assistance as such other Parties Party may reasonably request, request in connection with the its preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsHSR Materials. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers willPromptly after the date hereof and prior to the Closing, and the Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third partiesparties those notices, and will use their commercially reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain prior to the Closing those consents, approvals or authorizations of third parties (other than any Governmental ApprovalsEntity which shall be governed, as applicable, by Section 6.2(b) through Section 6.2(e)), in each case, that are required in connection with the execution transactions contemplated by this Agreement; provided, however, that the novation of Purchased Government Contracts shall be governed by and conducted exclusively in accordance with Section 7.3. Notwithstanding the foregoing and Section 6.1, the Seller shall not be required to pay or otherwise provide any consideration to, or incur any liability to, any Person from whom any such consents, approvals or authorizations are requested (whether prior to or after the Closing) or any other Person. (b) The Seller and the Buyer shall as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof, cause to be filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”) required for the transactions contemplated hereby. Prior to the Closing, the Seller and the Buyer shall use commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act, and the Seller and the Buyer shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act. Prior to the Closing, the Seller and the Buyer shall inform each other promptly of any communication made by or on behalf of such Party to (including permitting the other Party to review such communication in advance), or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Prior to the Closing, the Seller and the Buyer shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Prior to the Closing, neither Party shall agree to participate in any meeting or discussion with any Governmental Entity in respect of any such filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless 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 thereat. (c) Except as specifically set forth below, the Buyer shall, and shall cause its Affiliates to, take any and all actions necessary to avoid, resolve or eliminate each and every impediment under any Antitrust Law or trade regulation Law that may be asserted by any Governmental Entity or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals, and waivers under any Antitrust Law that may be required by any Governmental Entity so as to enable the parties to consummate the transactions contemplated under this Agreement as promptly as practicable, and in any event no later than the End Date, including (i) proposing, negotiating, committing to and effecting as promptly as practicable, by consent decree, hold separate orders, or otherwise, the sale, divesture, transfer, license, disposition or hold separate (through the establishment of a trust or otherwise) of such assets, properties or businesses of the Buyer or any of its Affiliates (ii) terminating, modifying, or assigning existing relationships, Contracts, or obligations of the Buyer or any of its Affiliates, (iii) changing or modifying any course of conduct regarding future operations of the Buyer or any of its Affiliates, (iv) entering into such other Transaction Agreements arrangements as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any Order in any Action, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby and therebyunder this Agreement, and or (Bv) reasonably cooperate otherwise taking or committing to take any other action that would limit the Buyer’s or any of its Affiliates’ freedom of action with the other Partiesrespect to, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably requestor their ability to retain, in connection with the preparation one or more of any such notices and filings and obtaining such Governmental Approvalstheir respective operations, divisions, businesses, product lines, customers, assets, rights or interests; provided, however, that the Buyer is not obligated to take any action contemplated in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of subsections (i) through (v) unless such action is expressly conditioned upon the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation Closing of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed by this Agreement. In addition, if any Action is instituted or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with threatened challenging the transactions contemplated by this Agreement as violating any Antitrust Law or the Ancillary Agreements; providedif any Order (whether temporary, howeverpreliminary or permanent) is entered, in no event will any Party enforced or attempted to be required to disclose to any other Party any proprietary entered or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from enforced by any Governmental Authority whose consent or approval is required for consummation of Entity that would make the transactions contemplated by this Agreement illegal or the Ancillary Agreements, including promptly furnishing each other copies of any written otherwise delay or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to , the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect shall take any and all actions to derive from contest and defend any such Action to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded or terminated, any Order (whether temporary, preliminary or permanent) that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. In addition, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives its Affiliates not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement after the date hereof that would constitute, or would could reasonably be expected to delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to consummate the imposition transactions contemplated herein. Nothing in this Section 6.2(c) shall be deemed to require the Buyer to take any action that would not be commercially reasonable. (d) The Buyer and the Seller shall each be responsible for the payment of fifty percent (50%) of any fees required in connection with the filing of any notifications and related materials that are required under the HSR Act or any other Antitrust Law. (e) Prior to the Closing, the Buyer and the Seller shall cooperate with one another in determining whether any action, consent or approval by or in respect of, or filing with, any Governmental Entity (excluding the actions and filings described in Section 6.2(b)), is required or reasonably appropriate in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions, seeking such consents or approvals or making any such filings, the Buyer and the Seller shall furnish information reasonably required in connection therewith and use commercially reasonable efforts to obtain any such actions, consents or approvals and to make any such filings. Notwithstanding the foregoing and Section 6.1, the Seller shall not be required to pay any consideration (except filing and application fees) to any such Governmental Entity from which any such action, consent or approval is requested. (f) Notwithstanding anything to the contrary contained herein, the Buyer acknowledges and agrees that, except to the extent provided in Section 9.1(b), the successful procurement of any consent, approval or authorization of any third party is not a Burdensome Conditioncondition to the Buyer’s obligation to effect the Closing.

Notices and Consents. (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, Buyer shall give any all required notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to shall use its commercially reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvalsmaterial third-party Consents that may be required, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Seller shall give all required notices to third parties, and shall use its commercially reasonable efforts to obtain all required Consents, including all required Consents of Governmental Entities and bondholders or lenders of Primestar or any of its Affiliates, and any other material third-party Consents that may be required or that Buyer reasonably may request, in connection with the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement or the Ancillary Agreements; provided, however, (but in no event will prior to approval of this Agreement by the Board of Directors of GM), Buyer and each Seller shall file any Party Notification and Report Forms and related materials that it may be required to disclose to file with the FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable. As promptly as is practicable after the date of this Agreement, Buyer and each Seller shall take any additional action in connection with any other Party Consents of, to or with any proprietary Governmental Entities and third parties that it may be required to give, make or commercially sensitive information obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make it less likely that such Consents will be given, made or obtained on the terms provided for in respect this Agreement. Without limiting the generality of the foregoing, Buyer and each Seller shall: (i) cooperate in all respects with each other in connection with any filing, submission, adversarial proceeding or the timing thereof; (ii) in connection with any investigation or other inquiry, including any proceeding initiated by a Party or its Affiliatesprivate party, keep the other parties hereto informed on a timely basis of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division, the FCC or any personally identifiable information. Buyer other Governmental Entity and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing any material communication received or submissiongiven in connection with any Action by a private party, in each case subject to Applicable Laws; provided, however, in no event will regarding any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement Agreement, and permit any other party hereto to preview any material communication given by or the Ancillary Agreementsto it; and (iii) consult with each other, including promptly furnishing each other copies in advance of any written meeting or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a such Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, Entities or in connection withwith any Action by a private party. Buyer and each Seller will use their commercially reasonable efforts to obtain such approvals as promptly as possible and, any in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings and take such steps as may be necessary to secure the non-objection of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, relevant antitrust and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionregulatory authorities.

Notices and Consents. (i) Sellers willThe Company shall, and Sellers will cause each of their Affiliates (including the Targets) Company to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, parties and will cause each such Affiliate the Company to use its commercially reasonable best efforts, at Sellers’ expense, efforts to obtain all the third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(bor contemplated by SECTIONS 3(A) of AND 4(C) (unless otherwise indicated on SECTION 4(C) OF THE DISCLOSURE SCHEDULE). Buyer will give any notices to the Sellers Disclosure Schedulethird-parties and will use commercially reasonable efforts to obtain the third-party consents set forth on ANNEX II or contemplated by SECTION 3(B). Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, with and use its their respective commercially reasonable best efforts to obtain any authorizations, consents and approvals of Governmental Approvals, in each case, that are required Entities in connection with the execution of this Agreement matters referred to in SECTIONS 3(A)(II), 3(B)(III) and 4(C)(I) above. Without limiting the other Transaction Agreements and the consummation generality of the transactions contemplated hereby and therebyforegoing, and within ten (B10) reasonably cooperate with Business Days after the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v)date hereof, each of the Parties shall use its reasonable best efforts to: (I) resolve will file any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust Notification and Report Forms and related material that he, she or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party it may be required to disclose to any other Party any proprietary or commercially sensitive information in respect file with the Federal Trade Commission and the Antitrust Division of a Party or its Affiliatesthe United States Department of Justice under the Hart-Scott-Rodino Act, or any personally identifiable informationsimilar reports required to be filed wixx xxx xxxxxxx xxrisdiction, will use his, her or its commercially reasonable efforts to obtain a waiver from the applicable waiting period and will make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, neither Buyer and Sellers nor any of its Affiliates shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary hold separate (including by trust or commercially sensitive information in respect of a Party otherwise) or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or divest any of their respective Representatives taking businesses or refraining from taking assets or agree to any action limitation on the operation or conduct of their respective businesses with respect to obtaining such authorization, consents, approvals and waivers referred to in this SECTION 5(B). Sellers shall submit to the New Jersey Department of Environmental Protection (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction "NJDEP"): (a) that would reasonably be expected to materially within five (5) Business Days 35 of execution of this Agreement, an Initial Notice under ISRA (the "GIN"); and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects no later than ten (10) Business Days after the ability execution of this Agreement, a request for Expedited Review with supporting documentation, which shall include, but not be limited to (i) the Targetspreviously submitted December 23, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof2002 Preliminary Assessment, (cii) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall notNegative Declaration Affidavit, and shall cause their respective Affiliates(iii) the NJDEP Entire Site Unrestricted Use No Further Action Letter and Covenant Not to Sue dated January 6, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition2003.

Notices and Consents. (ia) Sellers willAs promptly as practicable following the Execution Date, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will Seller shall, subject to applicable Law, use its best efforts to cause each Target the Alon Entities and their Subsidiaries to) (A) give any notices to, and make any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable in connection with the consummation of the Contemplated Transactions, including Consents of the third parties set forth on Schedule 4.2. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, and use its reasonable best efforts provided, that Buyer shall not be required to obtain Dispose of any material assets or be required to refrain from doing any material business in particular jurisdictions if required by any Governmental ApprovalsAuthority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, in lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each case, give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that are the consent of such Person is or may be required in connection with the execution Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of this Agreement and the other Transaction Agreements and initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated hereby and therebyContemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) reasonably cause a Breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate with the other Partiesand to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturnedoverturned any Order (whether temporary, any order preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or other tribunal that would prevent, prohibit, restrict or delay prohibits the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approvalContemplated Transactions, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining vigorous pursuit of all required Governmental Approvals available avenues of administrative and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer judicial appeal and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationavailable legislative action. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (a) The Company will, and Shareholders will cause the Company to: (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their its commercially reasonable efforts to obtain any third party consents, waivers, approvals, authorizations, orders, amendments to agreements and estoppel agreements set forth in Section 8.1(e) of the Disclosure Schedule and (ii) make any filings with, and use its commercially reasonable best effortsefforts to obtain any authorizations, consents, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective approvals of Governmental Authorities in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including those matters referred to in Section 4(c) above, the Lease Consents5.3, and Parent will reasonably cooperate with the items set forth Company in Section 5(b) of the Sellers Disclosure Scheduleconnection therewith. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of Governmental Approvals, in each case, that are required Authorities in connection with the execution matters referred to in Sections 3.1 and 4.2. (b) Without limiting the generality of this Agreement the foregoing, each of the Parties will (A) file (or use its commercially reasonable efforts to cause its appropriate Affiliates to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the other Transaction Agreements and the consummation Antitrust Division of the transactions contemplated hereby United States Department of Justice under the HSR Act, and thereby, will use its commercially reasonable efforts to obtain an early termination of the applicable waiting period and (B) reasonably cooperate make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Each of Parent and Sellers Representative will supply each other with the other Partiescopies of all correspondence, communications, filings, notifications, forms, and related materials filed under the HSR Act (“HSR Materials”) and each Party may suggest reasonable changes to another Party’s HSR Materials prior to filing. The Company, Shareholders, Alpha, Parent and Merger Sub agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such HSR Materials as promptly as possible. The Company, Shareholders, Alpha, Parent and Merger Sub agree to furnish the other Parties with such necessary information and reasonable assistance as such other Parties Party may reasonably request, request in connection with the its preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsHSR Materials. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, Buyer shall give any all required notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to shall use its commercially reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvalsmaterial third-party Consents that may be required, in each case, that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement Agreement. Seller shall give all required notices to third parties, and shall use its commercially reasonable efforts to obtain all required Consents, including all Consents required by counterparties to the Ground Satellite Contracts and the In-Orbit Satellite Contracts, all required Consents of Governmental Entities and bondholders or the Ancillary Agreements; provided, however, in no event will lenders of Seller or any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, and any other material third-party Consents that may be required or any personally identifiable information. that Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submissionreasonably may request, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of connection with the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement (but in no event prior to approval of the Board of Directors of GM) Buyer and Seller hereto shall file any Notification and Report Forms and related materials that it may be required to file with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable. Within five calendar days following the date of this Agreement, Buyer and Seller shall make all notifications and file all applications and related materials that it may be required to file with the FCC or any other Governmental Entity having authority with respect to Licenses for the use of orbital slots or the Ancillary Agreementsprovision of communications services or other communications Licenses in connection with the transactions contemplated hereby, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyerand, on the one hand, and Sellers, on the other handsubject to Section 8.4 below, shall use commercially reasonable best efforts to ensure that Representatives obtain at the earliest practicable date all necessary Consents, including a Final Order, for assignment of the other have FCC License. At the right time that the parties file an application with the FCC to attend or participate in obtain the FCC Consent and Final Order, Primestar and TSAT shall submit a letter request to the FCC to withdraw any hearingpending request to transfer control of the FCC License, proceedingwhich request may be made contingent upon giving of the FCC Consent. As promptly as is practicable after the date of this Agreement, meeting, conference or similar event before or with a Governmental Authority each of Buyer and Seller shall take any additional action (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) including the implementation of an Acceptable Alternative Arrangement (to the extent relating specifically subject to action by the FCC) and submit any Governmental Approvals additional filings, submissions or applications required for by the FCC, the FTC and the Antitrust Division, that may be necessary, proper or advisable to effect to the fullest extent feasible the consummation of the transactions contemplated by this Agreement Agreement) in connection with any other Consents of, to or with any Ancillary Agreement. (v) Notwithstanding anything herein Governmental Entities and third parties that it may be required to the contrarygive, Buyer make or obtain and shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver the purpose or termination effect of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would which could reasonably be expected to result make it less likely that such Consents will be given, made or obtained on the terms provided for in a Burdensome Condition being imposed this Agreement. Without limiting the generality of the foregoing, each of Buyer and Seller shall: (i) cooperate in all respects with each other in connection with any filing, submission, adversarial proceeding or the timing thereof; (ii) in connection with any investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties hereto informed on a timely basis of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division, the FCC or any other Governmental Authority. A “Burdensome Condition” shall mean Entity and of any arrangementmaterial communication received or given in connection with any Action by a private party, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from in each case regarding any of the transactions contemplated by this Agreement Agreement, and permit any other party hereto to preview any material communication given by or to it; and (iii) consult with each other, in advance of any meeting or conference with such Governmental Entities or, in connection with any Action by a private party. Each of Buyer and Seller will use its commercially reasonable efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the Ancillary Agreements, (b) that materially adversely affects necessary filings and take such steps as may be necessary to secure the ability non-objection of the Targetsrelevant antitrust and regulatory authorities, taken as including a whole, to conduct the Business in the same manner as the Business is being conducted as Final Order for assignment of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionFCC License.

Notices and Consents. (ia) Sellers will, and Acquired Entity will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, Best Efforts to obtain all third-any third party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective Consents listed on Section 4.3 of the transactions contemplated by Acquired Entity Disclosure Schedule as soon as possible after the date of this Agreement and shall remain in force through the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure ScheduleClosing Date. Each of the Parties Acquired Entity will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, and use its Best Efforts to obtain any Consents of Governmental Authorities, if any, required pursuant to any applicable Law in connection with the Transaction including in connection with the matters referred to in Sections 4.3 as soon as possible after the date of this Agreement and shall remain in three through the Closing Date. (b) Buyer will give any notices to third parties, and will use its Best Efforts to obtain any third party consents listed on Section 3.3 of the Buyer Disclosure Schedule. Buyer will give any notices to, make any filings with, and use its reasonable best efforts Best Efforts to obtain any Consents of Governmental ApprovalsBodies, in each caseif any, that are required pursuant to any applicable Law in connection with the execution Transaction including in connection with the matters referred to in Section 3.3 as soon as possible after the date of this Agreement and shall remain in force through the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental ApprovalsClosing Date. Buyer and Sellers shall have the right to review extend the Closing Date in advancethe event, in Buyer's determination, the failure to obtain the Consent shall negatively impact its ability to conduct its business following the Closing Date. (c) Each Party will cooperate and use its Best Efforts to agree jointly on a method to overcome any objections by any Governmental Body to the extent practicableTransactions. (d) Nothing in this Section 5.2 will require that (i) Buyer or its Affiliates divest, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made withsell, or written materials submitted tohold separately any of its assets or properties, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided(ii) Buyer, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or the Acquired Entity (the determination with respect to which Buyer will make) take any personally identifiable information. Buyer actions that could affect the normal and Sellers shall promptly furnish to each other copies regular operations of all such filings and written materials after their filing or submissionBuyer, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. the Acquired Entity after the Closing or (iii) the Acquired Entity take any action that could affect its normal and regular operations prior to Closing. Subject to Applicable compliance with applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation the date hereof until the earlier to occur of the transactions contemplated by this Agreement Closing or the Ancillary AgreementsTermination Date, including promptly furnishing each other copies the Acquired Entity will confer on a regular basis with one or more representatives of any written or electronic communications. (iv) Each of Buyer, Buyer who are in a need to know position with Buyer to report on operational matters and the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives general status of the other have the right Acquired Entity's ongoing business, operations and finances, provided each such representative acknowledges to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) Acquired Entity's satisfaction their confidentiality obligation to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary AgreementAcquired Entity. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (i) Sellers will, The Company and its Subsidiaries will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts to obtain all third-any third party consents consents, that the Parent may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those request in connection with matters referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule4.3 hereof. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvalsauthorizations, in each caseconsents, that are required and approvals of governments and governmental agencies in connection with any matters pertaining to such Party and referred to in Sections 3.1(b), 3.2(b), and 4.3 hereof. Without limiting the execution generality of this Agreement the foregoing: (a) prior to the date hereof, the Parent and the other Transaction Agreements Company filed Notification and Report Forms and related materials with the Federal Trade Commission and the consummation Antitrust Division of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with United States Department of Justice under the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conductXxxx-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority Xxxxx-Xxxxxx Act in connection with the transactions contemplated by this Agreement Agreement, and, subsequent to the date hereof, the Parent and the Company will make any further filings pursuant thereto that may be necessary, proper, or the Ancillary Agreementsadvisable in connection therewith; provided, however, and (b) as soon as possible (but in no event will any Party be required later than ten (10) business days after the date of this Agreement) the Parent and the Company shall file applications with the FCC (the "FCC Applications") requesting the FCC's written consent to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement Agreement. The Parent and the Company shall diligently take all steps that are necessary, proper or desirable to expedite the Ancillary Agreementsprosecution of the FCC Applications to a favorable conclusion. No Party by commission or omission shall put in jeopardy its qualifications as an FCC licensee, including or impair the routine processing of the FCC Applications. The Company and the Parent shall promptly furnishing provide each other copies with a copy of any written pleading, order or electronic communications. (iv) Each of Buyer, other document served on it relating to the one hand, and Sellers, on the other handFCC Applications, shall use reasonable best efforts to ensure that Representatives of furnish all information required by the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall notFCC, and shall cause be represented at all meetings or hearings scheduled to consider the FCC Applications. The Company will use its reasonable efforts and otherwise cooperate with the Parent, and the Stockholders shall likewise use their respective Affiliatesreasonable efforts and otherwise cooperate with the Parent in responding to any information requested by the FCC related to the FCC Applications and in defending against any petition, complaint or objection which may be filed against the FCC Applications. In the event any FCC Application as tendered is rejected or found deficient for any reason, the Targets Party liable for the rejection or deficiency shall take all reasonable steps to cure the basis for rejection or finding for deficiency and, if necessary, the Parent and their respective Representatives not to, take the Company shall jointly resubmit such FCC Application. The FCC's pubic notice or refrain from or to agree other written consent to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or FCC Applications is referred to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in herein as the imposition of, a Burdensome Condition"FCC Consent."

Notices and Consents. (a) Prior to the Closing, (i) Sellers will, and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to Seller shall use its commercially reasonable best efforts, at Sellers’ expense, efforts to give all notices required to be given and to obtain all third-party consents that may be consents, approvals or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, authorizations of any third parties (including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, Authority) that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement and (ii) Buyer shall use its commercially reasonable efforts to cooperate and provide Seller assistance in obtaining such consents, approvals or the Ancillary Agreementsauthorizations and hereby acknowledges that that Buyer will be required to play a critical role in obtaining such consents; provided, however, that, except as set forth in no event will the immediately following sentence, “commercially reasonable efforts” shall not be deemed to require Seller or Buyer or any Party be required of their respective Affiliates to disclose to incur any other Party any proprietary material fees or commercially sensitive information in respect of a Party or its Affiliatesmaterial out-of-pocket expenses, or grant any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submissionMaterial Concession (as defined below), in each case subject connection therewith. Notwithstanding the foregoing, except for Seller’s internal costs and outside legal expenses, Buyer shall be responsible for any costs, fees and expenses associated with the assignment of the Purchased Business Intellectual Property to Applicable Laws; Buyer. Without limitation of the foregoing, prior to the Closing, Seller will use commercially reasonable efforts to assist Buyer, at Buyer’s request, in Buyer obtaining license agreements from third parties for their Other Business Licensed Intellectual Property on terms which are substantially similar to those on which Seller has licensed such Intellectual Property from such third parties, provided, howeverthat, in no event will shall Seller or any party its Affiliates be required to disclose incur any material fees or material out-of-pocket expenses, or grant any Material Concession (as defined below), in connection therewith. With respect to those contracts listed on Schedule 5.5(a) (which Buyer acknowledges are used by Seller in its other businesses other than the ITO Business and shall, notwithstanding any other Party provision of this Agreement, remain contracts of Seller after the Closing) (the “Shared Contracts”), prior to the Closing, Seller shall undertake the same efforts as listed in clause (i) of this Section to, rather than assigning such Shared Contracts to Buyer, cause the other party to each such Shared Contract to create new contracts containing substantially similar terms as those relevant to the ITO Business in the name of Buyer. Buyer shall undertake the same efforts as listed in clause (ii) of this Section to cooperate with Seller with respect to the foregoing, and in no event shall Buyer or any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellersor Seller or any its Affiliates, on the other hand, be required to incur any material fees or material out-of-pocket expenses, or grant any Material Concession (as defined below), in connection therewith. (b) Notwithstanding anything contained in this Agreement to the contrary, Buyer shall use reasonable best efforts not be required to ensure that Representatives undertake any action or desist from taking any action (or cause any of its Affiliates to undertake any such actions or to desist from taking any such actions) pursuant to this Article V or Article VI if such action or inaction (a) would require Buyer or any of its Affiliates to enter into any agreement, consent decree or other commitment requiring Buyer or any of its Affiliates to divest or hold separate or license all or any portion of the other have assets or business of, or to limit or modify the right conduct of all or any portion of the business of, Buyer or any of its Affiliates (including, after the Closing, the Purchased Assets), (b) would have, or would be reasonably expected to attend have, a material adverse effect on the business of Buyer or participate any of its Subsidiaries (including, after the Closing, the Purchased Assets, taken as a whole (the actions referred to in clause (a) or (b) above, a “Material Concession”), or (c) would require Buyer or any hearingof its Affiliates to litigate, proceeding, meeting, conference pursue or similar event before or with a Governmental Authority defend any Action challenging any portion of the Transaction as violative of any antitrust laws. (excluding any such event or portion thereof relating to matters that are confidential under Applicable Lawc) Prior to the extent relating specifically to Closing, Buyer and Seller shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Approvals Authority, is required for or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein . Subject to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any terms and conditions of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary AgreementsConfidentiality Agreement, in taking such actions or making any such filings, prior to the Closing, Buyer and Seller shall use commercially reasonable efforts to furnish information required of any Governmental Authority in connection therewith (b) that materially adversely affects the ability of the Targets, taken as a whole, subject to conduct the Business confidential treatment in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate case of any material assetsinformation provided by Buyer to the extent reasonably requested by Buyer); provided, rightshowever, product linesthat, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires in no case whatsoever shall Buyer or any of its Affiliates be required to make available or provide incur any material capital contribution fees or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep wellout-of-pocket expenses, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating grant any Material Concession (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect toas defined below), or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditiontherewith.

Notices and Consents. (ia) Sellers willPrior to the Closing, Seller and will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and Buyer will use their commercially reasonable best efforts, efforts to give all notices required to be given and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be material consents, approvals or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, authorizations of any third parties (including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, Authority) that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary AgreementsAgreement; provided, however, that, in no event will case whatsoever shall such “commercially reasonable efforts” be deemed to require Buyer or any Party be required of its Affiliates to disclose to incur any other Party any proprietary material fees or commercially sensitive information in respect of a Party or its Affiliatesmaterial out-of-pocket expenses, or grant any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submissionMaterial Concession (as defined below), in each case subject connection therewith. For the avoidance of doubt, this Section 5.5(a) shall not be deemed to Applicable Laws; apply with respect to those consents, approvals and authorizations contemplated by Section 6.3. Without limitation of the foregoing, prior to the Closing, Seller will use commercially reasonable efforts to assist Buyer, at Buyer’s request, in Buyer obtaining license agreements from third parties for their Other Federal Business Licensed Intellectual Property on terms which are substantially similar to those on which Seller has licensed such Intellectual Property from such third parties, provided, howeverthat, in no event will shall Seller or any party its Affiliates be required to disclose incur any material fees or material out-of-pocket expenses, or grant any Material Concession (as defined below), in connection therewith. (b) Notwithstanding anything contained in this Agreement to the contrary, Buyer shall not be required to undertake any action or desist from taking any action (or cause any of its Affiliates to undertake any such actions or to desist from taking any such actions) pursuant to this Article V or Article VI if such action or inaction (a) would require Buyer or any of its Affiliates to enter into any agreement, consent decree or other Party commitment requiring Buyer or any proprietary of its Affiliates to divest or commercially sensitive information hold separate or license all or any portion of the assets or business of, or to limit or modify the conduct of all or any portion of the business of, Buyer or any of its Affiliates (including, after the Closing, the Purchased Assets or any assets or properties of CIBER Federal International), (b) would have, or would be reasonably expected to have, a material adverse effect on the business of Buyer or any of its Subsidiaries (including, after the Closing, the Purchased Assets or any assets or properties of CIBER Federal International), taken as a whole (the actions referred to in clause (a) or (b) above, a “Material Concession”), or (c) would require Buyer or any of its Affiliates to litigate, pursue or defend any Action challenging any portion of the Transaction as violative of any antitrust laws. (c) Prior to the Closing, Buyer and Seller shall cooperate with one another in determining whether any action by or in respect of a Party of, or its Affiliatesfiling with, any Governmental Authority, is required or reasonably appropriate, or any personally identifiable information. (iii) Subject to Applicable Lawaction, Buyer and Sellers shall promptly advise each other upon receiving any communication consent, approval or waiver from any Governmental Authority whose consent or approval party to any Material Contract is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreementsreasonably appropriate, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or connection with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein . Subject to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any terms and conditions of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary applicable Confidentiality Agreements, in taking such actions or making any such filings, prior to the Closing, Buyer and Seller shall use commercially reasonable efforts to furnish information required of any Governmental Authority in connection therewith (b) that materially adversely affects the ability of the Targets, taken as a whole, subject to conduct the Business confidential treatment in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate case of any material assetsinformation provided by Buyer to the extent reasonably requested by Buyer) and timely seek to obtain any such actions, rightsconsents, product linesapprovals or waivers; provided, licenseshowever, categories of assets or business or other operations or interests of Buyerthat, its Affiliates or the Targets, (d) that requires in no case whatsoever shall Buyer or any of its Affiliates be required to make available or provide incur any material capital contribution fees or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep wellout-of-pocket expenses, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating grant any Material Concession (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect toas defined below), or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditiontherewith.

Notices and Consents. (i) Sellers willSeller shall, and will shall cause each of their its respective Affiliates to, use commercially reasonable efforts to expeditiously obtain all Seller Consents and any other consents to the Transactions required under any other agreement to which Seller is a party (including without limitation, the Targets) Assumed Contracts), in each case in form and substance reasonably acceptable to Ethanex. Each of the Parties will give any notices to, at Sellers’ expenseor make any filings with, Governmental Authorities or, in the case of Assumed Contracts, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, parties that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation as a result of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions Transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of BuyerEthanex, on the one hand, and Sellersthe Seller, on the other hand, shall use reasonable best efforts prepare and deliver (or cause to ensure that Representatives be prepared and delivered) to one another all information required to be provided in any notice, filing, application, or similar request or submission in sufficient time to enable the party charged hereunder with filing such notice, filing form, application or similar submission to make such filing within the time period set forth herein or by any other applicable deadline. Except as set forth in this Section 7(d), nothing herein shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys’ fees, filing fees or other normal costs of doing business) or the giving of any other consideration in connection with obtaining any of the Seller Consents; provided, that the Seller shall, except as otherwise set forth herein, be liable for and timely perform and satisfy all obligations or liabilities under each Governmental Authorization or Material Contract of the Seller during the period prior to the applicable Closing Dates. Ethanex and the Seller shall reasonably cooperate in connection with obtaining such consents and shall promptly furnish to any Person from whom a Seller Consent is requested such accurate and complete information regarding, as applicable, Ethanex, Seller and their respective Affiliates as such Person may reasonably require in connection with obtaining any Seller Consent. (ii) Except as the parties may otherwise agree in writing, Seller shall not agree, without Ethanex’s prior written consent, (1) to any adverse change to the material terms of any Governmental Authorization, Assumed Contract or other have the right obligation to attend which a Seller Consent or participate in any hearing, proceeding, meeting, conference other consent relates or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law2) to the extent relating specifically imposition of any adverse condition to the assignment of any such Governmental Authorization, Assumed Contract or other obligation to which such Seller Consent or other consent relates to Ethanex as a condition to obtaining any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement Authorization, Seller Consent or any Ancillary Agreement. (v) Notwithstanding anything herein to the contraryother consent, Buyer and, in each case, Ethanex shall not be obligated required to take accept any such change or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers will, and The Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, parties and will use their reasonable its best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts to obtain all third-any third party consents that the Buyer reasonably may be or may become reasonably necessaryrequest in connection with the matters referred to in Article III above. Each party will give any notices to, proper or advisable make any filings with, and use its best efforts to be obtained by Sellers or their Affiliates obtain any authorizations, consents, transfers, assignments, waivers and approvals of any Governmental Authority necessary to consummate and make effective the transactions contemplated by this Agreement (the "REQUIRED APPROVALS"). Without limiting the generality of the foregoing, each party will file any notification and the Ancillary Agreements, including those referred report forms and related material that it may be required to in Section 4(c) above, the Lease Consentsfile with, and apply for any available advance rulings from (i) the items set forth Director under the Canadian Competition Act and (ii) the Minister responsible for administering the Investment Canada Act, and will in Section 5(b) each case use its best efforts to obtain a waiver from any applicable waiting period and will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection with any of the Sellers Disclosure Scheduleforegoing. Each of the Parties will Seller and the Buyer shall be responsible for the payment of one-half (1/2) of the filing fees for such notifications and Sellers will cause each Target torelated materials, and any accounting therefor shall be paid on the Closing Date to the extent known, and thereafter on demand. (i) Nothing in this Agreement shall be construed as an attempt by the Seller to assign to Buyer any Contract, agreement, Permit or License, franchise, Claim or asset included in the Acquired Assets (A) give which is by its terms or by law nonassignable without the consent of any notices toother party or parties, and make any filings withunless such consent or approval shall have been given, any Governmental Authoritiesor (B) as to which all the remedies for the enforcement thereof available to the Seller would not by law pass to the Buyer as an incident of the assignments provided for by this Agreement (an "ACQUIRED ASSET REQUIRING CONSENT"). (ii) Prior to the Closing Date, and the Seller shall use its reasonable best efforts to obtain any Governmental Approvalsconsents or approvals to the assignment of the Contracts, Open Orders, Permits and Licenses, and Real and Personal Property Leases described on SCHEDULE 5.2(b) (collectively "MATERIAL CONTRACTS REQUIRING CONSENT"); PROVIDED, that the Seller shall not be required to pay more than Cdn.$15,000 in cash or other consideration or grant forbearances having such value, in each casethe aggregate, to any other parties to such Material Contracts Requiring Consent to effect such consents or approvals. (iii) To the extent that are any such consent or approval in respect of, or a novation of, an Acquired Asset Requiring Consent shall not have been obtained on or before the Closing Date, the parties hereto shall use reasonable efforts and shall cooperate in any reasonable arrangement to assure the Buyer the benefits of such Acquired Asset Requiring Consent to the extent permitted by law. To the extent lawful, practicable and reasonable in the circumstances, including the obtaining of any such necessary consent or approval after the Closing Date (provided that the Seller and its Affiliates shall not be required to pay more than Cdn.$15,000 in cash or other consideration or grant forbearances having such value, in the aggregate, to any other parties to such Material Contracts Requiring Consent to effect such consents or approvals), the Seller at the request and under the direction of the Buyer shall take all reasonable actions to assure that the rights of the Seller under the Acquired Asset Requiring Consents shall be preserved for the benefit of the Buyer to the extent not involving any undue hardships upon the Seller or unreasonable time constraints in the request or compliance with such instructions. The Buyer shall reimburse the Seller and its Affiliates for their reasonable out-of-pocket expenses in excess of Cdn.$15,000 related to any actions taken by the Seller at the request of the Buyer after the Closing Date. (iv) Except with respect to the Material Contracts Requiring Consent, the Buyer acknowledges that certain consents to the assignments may be required from parties to all other Acquired Assets Requiring Consent and that such consents may not be obtained. The Buyer agrees that the Seller shall not have any liability to the Buyer arising solely out of or solely relating to the failure to obtain any consents that may have been or may be required in connection with the execution assignments, or because of this Agreement and the default under or acceleration or termination of, any other Transaction Agreements and Acquired Asset Requiring Consent solely as a result thereof. The Buyer further agrees that no representation, warranty or covenant of the consummation Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any such consent, or as a result of any default, acceleration or termination resulting solely from such failure. The Buyer further agrees that no condition to the Buyer's obligations to close the transactions contemplated hereby and thereby, and (B) reasonably cooperate with by this Agreement shall be deemed not satisfied as a result of the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of failure to obtain any such notices and filings and obtaining such Governmental Approvalsconsent, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority except consents with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsMaterial Contracts Requiring Consent. (iiv) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers the Seller shall have the right jointly cooperate in attempting to review in advance, and to the extent practicable, and subject to obtain any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority consents required in connection with the transactions contemplated by this Agreement or Agreement; PROVIDED, HOWEVER, that the Ancillary Agreements; provided, however, in no event will any Party Seller shall not be required to disclose incur out-of-pocket expenses in excess of Cdn.$15,000, commence any litigation or offer or grant any forbearance or accommodation (financial or otherwise) to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationthird party. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers will, and The Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, parties and will shall use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, efforts (which shall not include the payment of any consent fees (other than de minimis costs)) to obtain all third-any third party consents listed on Schedule 5.2. (b) Notwithstanding the foregoing, the Buyer acknowledges that certain consents to the Transactions listed on Schedule 5.2 may not be obtained. The Buyer agrees that the Seller and its Subsidiaries shall not have any liability whatsoever to the Buyer Indemnified Parties (and the Buyer Indemnified Parties shall not be entitled to assert any claims) arising out of or may become reasonably necessaryrelating to the failure to obtain any such consents or because of the default, proper acceleration or advisable obligation or termination of or loss of right as a result thereof; provided, that nothing in this Section 5.2(b) shall impair the Buyer’s rights under (i) Section 5.2(a) of this Agreement or (ii) under this Agreement as a result of a breach of the representation and warranty in the last sentence of Section 3.16. The Buyer further agrees that no representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached and no condition of the Buyer shall be deemed not to be obtained satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration of obligation or termination or loss of right or any action commenced or threatened by Sellers or their Affiliates on behalf of any Person arising out of or relating to consummate and make effective the transactions contemplated by failure to obtain any such consent or any such default, acceleration or termination or loss of right; provided, that nothing in this Section 5.2(b)) shall impair the Buyer’s rights under (i) Section 5.2(a) of this Agreement and the Ancillary Agreements, including those referred to in Section 4(cor (ii) above, the Lease Consents, and the items set forth in Section 5(b) under this Agreement as a result of a breach of the Sellers Disclosure Schedule. representation and warranty in the last sentence of Section 3.16. (c) Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any Governmental Approvals, in each case, that are required in connection with the execution of this Agreement Buyer and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event Seller will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (Ii) resolve prepare, as soon as practicable (and in no event later than five (5) Business Days after the date hereof), all filings and other presentations in connection with seeking any Regulatory Approvals; (ii) prosecute any applicable filings and other presentations with diligence relating to any Regulatory Approvals; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. Each of the Buyer and the Seller will use its reasonable best efforts to facilitate obtaining any Governmental Authority final order or orders approving the Transactions consistent with this Agreement and/or to remove any impediment to the consummation of the Transactions. Each of the Buyer and the Seller will use its reasonable best efforts to furnish or cause to be furnished all information in connection with the Regulatory Approvals. In furtherance and not in limitation of the foregoing, each of the Buyer and the Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (which shall include therein a request for early termination) as promptly as practicable, and in any event within five (5) Business Days, and thereafter make any other required submissions with respect to the transactions contemplated hereby Transactions under the HSR Act and other Regulatory Approvals, and shall take all other actions reasonably necessary, proper or advisable to obtain all such Regulatory Approvals as soon as practicable. Each of the Buyer and the Seller will advise the other Party promptly of any material communication between such Party or any of its Affiliates and the Federal Trade Commission (including objections under antitrust or competition lawsthe “FTC”); , the Department of Justice (II) prevent the entry of and have vacated, lifted, reversed or overturned“DOJ”), any order state attorney general or any other Governmental Entity regarding the Transactions, and of any understandings, undertakings or agreements (oral or written) such Party proposes to make or enter into with the FTC, the DOJ, any state attorney general or any other Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority Entity in connection with granting the Transactions. Each of the Buyer and the Seller will consult with the other in advance of any necessary consent material meetings or approvalcommunication (whether in person or otherwise) with the FTC, including asset divestitures the DOJ, any state attorney general or conduct-limiting conditionsany other Governmental Entity in connection with Regulatory Approvals. (iid) The Parties agree shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that they will consult with each other with respect would prevent the Parties from expeditiously closing the Transactions. (e) Subject to Applicable Laws relating to the obtaining exchange of all required Governmental Approvals and each Party will keep information, the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, practicable each will consult the other onregarding, all the information relating to the Party, as the case may be, that appears in any material filing made with, or written materials submitted to, any third party or and/or any Governmental Authority Entity in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationTransactions. (iiif) Subject to Applicable Law, The Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure take all actions requested by any Governmental Entity, or necessary to resolve any objections that Representatives may be asserted by any Governmental Entity, with respect to the Transactions, including, without limitation, (i) agreeing to 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 the Electrical Business or the Acquired Companies contemporaneously with or after the Closing, (ii) enter into any order, consent decree or other have agreement necessary to effectuate the right foregoing, or (iii) terminate any contract, lease, license, other legally binding agreement or other business relationship as may be required by any Governmental Entity. The Buyer shall not, and shall not permit any of its Affiliates to, acquire or agree to attend acquire by merging or participate in consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any hearingother manner, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event Person or portion thereof thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for or the consummation of the transactions contemplated by this Agreement such acquisition, merger or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or consolidation would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean (i) impose any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business delay in the same manner as obtaining of, or significantly increase the Business is being conducted as risk of the date hereofnot obtaining, (c) requiring the saleany authorizations, leaseconsents, licenseorders, disposal declarations or holding separate approvals of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates Governmental Entity necessary to consummate the Transactions or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver expiration or termination of any agreementapplicable waiting period, including this Agreement (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or any Ancillary Agreement(iii) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in delay the imposition of, a Burdensome Conditionconsummation of the Transactions.

Notices and Consents. (i) Sellers will, and The Seller will cause each of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best effortsefforts to obtain the third party consents necessary to effect the assignment of all Gas Contracts, at Sellers’ expenseRights-of-Way and other Assets to Buyer. If Seller is unable to obtain any necessary third party consents to the assignment of any Gas Contracts or Rights-of-Way, then Seller shall hold such Gas Contract or Right-of-Way for the benefit of Buyer after the Closing for its term and Seller shall provide Buyer with the economic benefits thereof until such Gas Contract or Right-of-Way is terminated. Insofar as the Seller holds any Gas Contracts or Rights-of -Way for the benefit of the Buyer after Closing and takes actions with respect thereto on behalf of the Buyer pursuant to this Section, the Seller shall be deemed to have been the agent of the Buyer hereunder. The Buyer ratifies all actions taken by the Seller or refrained to be taken by the Seller pursuant to the terms of this Section in such capacity during such period, with the intention that all such actions shall be deemed to be those of the Buyer. Insofar as the Seller exercises rights or takes any actions as the agent of the Buyer pursuant to this Section, the Seller may require the Buyer to secure the costs to be incurred by the Seller on behalf of the Buyer in such manner as may be reasonably appropriate in the circumstances. The Buyer shall indemnify the Seller and its directors, officers, servants, agents or employees against all liabilities, losses, costs (including legal costs on a solicitor-client basis), claims or damages which the Seller or its directors, officers, servants, agents or employees may suffer or incur as a result of holding any of the Gas Contracts or Rights-of-Way as the agent of the Buyer pursuant to this Section insofar as such liabilities, losses, costs, claims or damages are not a direct result of the gross negligence or wilful misconduct of the Seller or its directors, officers, servants, agents or employees. An action or omission of the Seller or its directors, officers, servants, agents or employees shall not be regarded as gross negligence or wilful misconduct, however, to obtain all third-party consents that may be the extent it was done or may become reasonably necessary, proper or advisable omitted to be obtained by Sellers done in accordance with the instructions of or their Affiliates to consummate and make effective with the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) concurrence of the Sellers Disclosure ScheduleBuyer. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any authorizations, consents and approvals of Governmental Approvals, in each case, that Authorities which are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required prior to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditionsClosing. (ii) The Parties agree that they will consult with each other with respect to the obtaining of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advance, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Condition.

Notices and Consents. (ia) Sellers willEach party shall, and will shall cause each of their Affiliates (including the Targets) its Subsidiaries to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain, and reasonably cooperate with the other parties hereto in obtaining, at the earliest practicable date prior to the Closing all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Authority, which consents, waivers, approvals and notices are required to consummate the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 2.4, 3.3 and 4.3 (except for such matters covered by Section 5.7). (b) All such consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to Purchaser, and executed counterparts of such consents, waivers and approvals shall be delivered to Purchaser promptly after receipt thereof, and copies of such notices shall be delivered to Purchaser promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, none of Seller Parent, the Company, Purchaser or any of their respective Affiliates shall be required to pay any material amounts or incur any Liability or Loss in connection with obtaining any consent, waiver or approval; provided that with respect to obtaining landlords’ consents to the assignment of leases for Outlier Leased Real Property, Seller Parent shall offer to guarantee the assignee’s obligations under the lease if reasonably necessary to obtain such consent. (c) With respect to the letters of credit set forth on Schedule 5.2(c) of the Seller Disclosure Schedule (the “Seller L/Cs”), prior to the Closing, Purchaser shall use reasonable best efforts to cause itself or one of its Affiliates to either be substituted for Seller Parent and its Affiliates or have the Seller L/Cs replaced, and for Seller Parent and its Affiliates, to be fully released and relieved of all of their obligations pursuant to, effective as of the Closing, any reimbursement obligations with respect to the Seller L/Cs (“Seller L/C Obligations”). In the event that Seller Parent and its Affiliates are not fully released and relieved of all of the Seller L/C Obligations on the Closing Date, Purchaser or one of its Affiliates shall, at Purchaser’s expense, cause one or more financial institutions reasonably acceptable to Seller Parent to issue on the Closing Date to Seller Parent, as beneficiary, a letter of credit (the “Backstop L/C”) in an amount equal to the aggregate amount of outstanding Seller L/C Obligations on the Closing Date. After the Closing, Seller Parent may draw on the Backstop L/C in an amount equal to any amounts drawn under the Seller L/Cs. Seller Parent and Purchaser agree to reduce the amount of the Backstop L/C from time to time after the Closing Date to the extent that Seller Parent and its Affiliates are fully released and relieved of the Seller L/C Obligations, so that the Backstop L/C shall at all times be equal in amount to the amount of outstanding Seller L/C Obligations. (d) With respect to the guarantee (the “Seller Guarantee”) and the Contract (the “Specified Contract”) in each case set forth on Schedule 5.2(d) of the Seller Disclosure Schedule, prior to the Closing, (i) Seller Parent and its Affiliates shall use commercially reasonable efforts, in cooperation with Purchaser, to obtain any Governmental Approvals, in each case, that are third party consent from a party to the Specified Contract required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby (the “Specified Contract Consent”) and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Subject to Section 5(b)(v), each of the Parties shall use its reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they will consult with each other with respect to in the obtaining of all required Governmental Approvals and each Party will keep event the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advanceSpecified Contract Consent is obtained, and to the extent practicable, and subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. Buyer and Sellers shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable information. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, Purchaser shall use commercially reasonable best efforts to ensure that Representatives of the other have the right to attend cause itself or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (v) Notwithstanding anything herein to the contrary, Buyer shall not be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any one of its Affiliates to make available either be substituted for Seller Parent and its Affiliates or provide any material capital contribution have the Seller Guarantee replaced and for Seller Parent and its Affiliates to be fully released and relieved of all of their obligations pursuant to the Seller Guarantee, effective as of the Closing (for the avoidance of doubt, in the event the Company or enter into or provide any material indemnity agreementits Subsidiaries do not obtain the benefit of the Specified Contract from and after the Closing Date in accordance with the terms thereof, support agreementPurchaser shall have no obligation under this clause (ii)); provided that, statement in the event that notwithstanding such efforts the Specified Contract Consent is not reasonably expected to be obtained prior to the Closing Date, the parties will reasonably cooperate to implement an arrangement whereby from and after the Closing Seller Parent retains the Specified Contract and obtains from the Company and its Subsidiaries at Seller Parent’s sole cost and expense the use of support, bond, guarantee, letter the assets and/or services of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support personnel necessary to maintain perform the obligations under the Specified Contract consistent with past practice, and if the consent of a minimum risk-based capital level third party is needed to provide such assets or rating) with respect toservices, or the parties shall use their respective commercially reasonable efforts to obtain; provided, further, that in connection withthe event the Specified Contract Consent is not obtained, any Liabilities incurred by Purchaser or its Affiliates (including, from and after the Closing, the Company and its Subsidiaries) arising from or related to the Specified Contract, including, as a result of the Targets (other than failure of Seller Parent and its Affiliates to obtain the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have a Material Adverse Effect or a material adverse effect on the businessSpecified Contract Consent, financial condition, operations or results of operations of Buyer or any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome Conditionconsidered Excluded Liabilities.

Notices and Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitute an agreement to sell, assign, transfer, or convey any Transferred DQ Valuation Business Contract or other DQ Valuation Business Asset or Luxco IP Asset, or any claim, right, or benefit arising under, or resulting from, such Transferred DQ Valuation Business Contract or other DQ Valuation Business Asset or Luxco IP Asset, to Buyers, if a sale, assignment, transfer, or conveyance thereof to Buyers would constitute a material breach or contravention of the rights of a third party thereunder (such assets being collectively referred to in this Agreement as “Restricted Assets”, and such contracts being collectively referred to in this Agreement as “Restricted Contracts”). (b) Notwithstanding anything in this Agreement to the contrary, unless and until the applicable consents with respect to any Restricted Asset or Restricted Contract are obtained, such Restricted Asset or Restricted Contract will not constitute a DQ Valuation Business Asset or IP Asset, and any Liability with respect to such Restricted Asset or Restricted Contract will not constitute a Transferred Liability, for any purpose under this Agreement. Prior to the Closing, the parties hereto will use commercially reasonable efforts to obtain, all requisite consents (the “Required Consents”) to (i) Sellers willthe sale, transfer, and will cause each assignment on the Closing Date of their Affiliates (including the Targets) to, at Sellers’ expense, give any notices to third partiesRestricted Assets and Restricted Contracts, and will use their reasonable best efforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective (ii) the transactions contemplated by this Agreement and under any contracts to which the Ancillary AgreementsTransferred Companies are party or under which the Transferred Companies or their assets may be bound that require consent in connection with such transactions; provided, that neither Sellers, nor Buyers, nor any of their respective Affiliates will be required to grant any additional consideration to any third party, provide additional material security (including those referred to a guaranty, other than a guaranty from Buyers or their Affiliates replacing an existing guaranty by any of Sellers or their Affiliates), or incur any additional costs in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Sellers Disclosure Schedule. Each of the Parties will (and Sellers will cause each Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts order to obtain any Governmental ApprovalsRequired Consent (except, in each case, for reasonable out-of-pocket expenses to the extent incurred in performing the actions and procedures set forth in this Section 5.5(b)). (c) In the event that are required in connection Sellers determine to seek novation with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and therebyrespect to any Transferred DQ Valuation Business Contract to be assigned hereunder, and (B) Buyers will reasonably cooperate with Sellers (including, where necessary, entering into appropriate instruments of assumption) to cause such novation to be obtained and to have Sellers released from all liability to third parties with respect to such Transferred DQ Valuation Business Contract. Additionally, Sellers and Buyers will use their respective commercially reasonable efforts to obtain, prior to the Closing, novation of each of the guarantees by Stock Seller of (i) the Transferred Companies' obligations under the Contractual Obligations set forth on Schedule 5.5(c) and (ii) the obligations under the Transferred DQ Valuation Business Contracts set forth on Schedule 5.5(c). (d) If any Required Consent with respect to a Restricted Asset or Restricted Contract is not obtained prior to the Closing, for a period of three (3) months after the Closing Date, the parties hereto will use commercially reasonable efforts to cooperate with each other Parties, and furnish to obtain promptly the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, Required Consents; provided, howeverthat neither Sellers, in no event nor Buyers, nor any of their respective Affiliates will any Party be required to disclose grant any additional consideration to any third party, provide additional material security (including a guaranty, other Party than a guaranty from Buyers or their Affiliates replacing an existing guaranty by any proprietary of Sellers or commercially sensitive information in respect of itself or its their Affiliates), or incur any personally identifiable information. Subject additional costs in order to Section 5(b)(v)obtain any Required Consent (except, in each of the Parties shall use its case, for reasonable best efforts to: (I) resolve any objections of any Governmental Authority with respect out-of-pocket expenses to the transactions contemplated hereby extent incurred in performing the actions and procedures set forth in this Section 5.5(d)). Pending the earlier of obtaining such Required Consents and the expiration of such three (including objections under antitrust or competition laws); (II) prevent 3)-month period, the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by any Governmental Authority in connection with granting any necessary consent or approval, including asset divestitures or conduct-limiting conditions. (ii) The Parties agree that they parties hereto will consult use commercially reasonable efforts to cooperate with each other with respect to the obtaining underlying rights and obligations in any reasonable and lawful arrangements designed to permit Buyers to perform the obligations of all required Governmental Approvals and each Party will keep the other Parties reasonably apprised of the status of matters relating to such Governmental Approvals. Buyer and Sellers shall have the right to review in advancethereunder, as a subcontractor, supplier, customer, or otherwise, and as will permit Buyers to obtain the extent practicable, benefit thereof (the “Subcontracted Work”). Buyers agree to diligently perform and subject to any restrictions under Applicable Law, each will consult discharge the other on, any material filing made with, or written materials submitted to, any third party or any Governmental Authority obligations of Sellers in connection with the transactions contemplated by this Agreement Subcontracted Work, directly or the Ancillary Agreements; providedindirectly, howeveras applicable, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliatesthrough Sellers, or any personally identifiable information. Buyer and Sellers shall promptly furnish agree to enforce, at Buyers' request and for Buyers' account, any and all rights arising under any such Restricted Contract or Restricted Asset. To the extent that Required Consents with respect to a particular Restricted Asset or Restricted Contract are obtained after the Closing, Sellers and Buyers hereby agree that such obligations will no longer be considered to be Subcontracted Work at such time, the Restricted Asset or Restricted Contract will be deemed a DQ Valuation Business Asset or IP Asset, as applicable, hereunder and will automatically be assigned to Buyers upon the receipt of the applicable consent without any further action by the parties hereto. If any Required Consent with respect to a particular Restricted Asset or Restricted Covenant is not obtained after such three (3)-month period, the parties hereto will use commercially reasonable efforts to cooperate with each other copies to amend the Transition Services Agreement to provide such Restricted Asset or Restricted Contract at the expiration of all such filings and written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of a Party or its Affiliates, or any personally identifiable informationthe three (3)-month period. (iii) Subject to Applicable Law, Buyer and Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, including promptly furnishing each other copies of any written or electronic communications. (iv) Each of Buyer, on the one hand, and Sellers, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals required for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (ve) Notwithstanding anything herein in this Agreement to the contrary, Buyer shall not be obligated so long as Buyers are obtaining the benefit of any Restricted Asset or Restricted Contract in accordance with Section 5.5(d), the failure to take obtain any consent, release, or refrain from taking transfer with respect to such Restricted Asset or Restricted Contract, the failure of such Restricted Asset or Restricted Contract to agree to itconstitute a Transferred Asset, its Affiliates or any of the Targets or any of their respective Representatives taking or refraining from taking any action circumstances resulting therefrom, will not (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreementi) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. A “Burdensome Condition” shall mean any arrangement, condition or restriction (a) that would reasonably be expected to materially and adversely affect the economic, Tax or business benefits that Buyer and its Affiliates reasonably expect to derive from the transactions contemplated by this Agreement and the Ancillary Agreements, (b) that materially adversely affects the ability of the Targets, taken as a whole, to conduct the Business in the same manner as the Business is being conducted as of the date hereof, (c) requiring the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests of Buyer, its Affiliates or the Targets, (d) that requires Buyer or any of its Affiliates to make available or provide any material capital contribution or enter into or provide any material indemnity agreement, support agreement, statement of support, bond, guarantee, letter of credit, keep well, or capital maintenance agreement or arrangement or maintaining a minimum risk-based capital level or rating (including an obligation to make available or provide capital or other support necessary to maintain a minimum risk-based capital level or rating) with respect to, or in connection with, any of the Targets (other than the capital contribution contemplated by Section 2(h)) or (e) that otherwise is reasonably likely to have constitute a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or results of operations of Buyer or breach by any of its Affiliates. Without the prior written consent of Buyer, Sellers shall not, and shall cause their respective Affiliates, the Targets and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreementrepresentation, including warranty, covenant, or agreement under this Agreement or by any of Sellers and their applicable Subsidiaries of the Ancillary AgreementDocuments or (ii) constitute a failure of any condition under this Agreement or to permit or suffer to exist any restriction, condition, limitation or requirement that would constitute, or would reasonably be expected to result in the imposition of, a Burdensome ConditionAncillary Documents.