Common use of Reasonable Best Efforts; Further Assurances Clause in Contracts

Reasonable Best Efforts; Further Assurances. (a) Purchaser and Seller shall cooperate and use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise to consummate the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Act.

Reasonable Best Efforts; Further Assurances. (a) Purchaser From and Seller after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall cooperate and use their its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, do or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws to fulfill consummate and make effective the conditions precedent transactions contemplated by this Agreement as promptly as practicable, (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger and (iii) obtain promptly all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the transactions contemplated hereby. Without limiting the foregoing but subject to the other party’s obligations terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and otherwise deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement. Seller and Purchaser shallNotwithstanding the foregoing, and Seller shall cause the Selling Affiliate and the Company to, execute and deliver such nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law condition in order to consummate obtain any consent or implement expeditiously the transactions contemplated approval or other clearance required by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Act.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Knight and Seller GETCO shall cooperate promptly prepare and Knight shall file with the SEC the Joint Proxy Statement and Knight and the Company shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Knight, the Company and GETCO shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Knight and GETCO shall thereafter mail or deliver the Joint Proxy Statement to their respective holders. Knight and the Company shall also use their reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GETCO and Blocker shall furnish all information concerning GETCO, Blocker and the Holders as may be reasonably requested in connection with any such action. (b) Each of Knight, the Company, GETCO and, solely to the extent of any third-party consent or waiver or regulatory approval required to be obtained by Blocker, Blocker shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VIII, to consummate the transactions contemplated hereby and to do(ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or cause to be doneany exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date of the Original Merger Agreement, all things necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Seller Each of Knight, the Company and Purchaser shallGETCO shall use their reasonable best efforts to resolve, as promptly as practicable, any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. The parties further covenant and agree that (1) with respect to any 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, and Seller (2) in the event that any action, suit, proceeding or investigation is commenced after the date of the Original Merger Agreement challenging any of the parties’ rights to consummate the transactions contemplated by this Agreement, the parties shall cause use their reasonable best efforts to take such actions as are necessary and appropriate to contest such action, suit, proceeding or investigation. In furtherance of the Selling Affiliate foregoing, Knight and GETCO shall give the Company other party the opportunity to consult with them on a regular basis with respect to, execute provide the other party with a reasonable opportunity to participate in the preparation of, and deliver such to review prior to the filing or submission of, material documents relating to, and provide the other documentsparty the reasonable opportunity to participate in, certificatesin each case to the extent practicable and subject to Applicable Laws relating to the exchange of information and in a manner that does not result in any waiver or loss of attorney-client privilege, agreements and other writings and take such other actions any proceedings, meetings or substantive telephone conversations relating to the defense or settlement of any shareholder or unitholder litigation against Knight or GETCO, as may be necessary or desirable under applicable Law in order applicable, relating to consummate or implement expeditiously the transactions contemplated by this Agreement. (bc) Subject to applicable Laws relating to the exchange of information, Knight, Blocker and GETCO shall, upon request, furnish each other with all information concerning Knight, Blocker, GETCO and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Knight, Blocker, GETCO or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Knight and GETCO shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (d) Subject to applicable Law (including applicable Laws relating to the exchange of information), GETCO, Blocker and Knight shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Seller subject to applicable Law, each of Knight and Purchaser GETCO shall cooperate promptly furnish the other with one another copies of the nonconfidential portions of notices or other communications received by it or any of its Subsidiaries (i) in determining whether or written summaries of communications received orally), from any authorizations, actions, consents, approvals third party or waivers are required Governmental Entity with respect to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking Agreement. Any such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material disclosures may be made on an outside counsel-only basis to the operation extent required under applicable Law. The parties further covenant and agree not to extend any waiting period associated with any approval of a Governmental Entity or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actother party hereto.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Knight and Seller GETCO shall cooperate promptly prepare and Knight shall file with the SEC the Joint Proxy Statement and Knight and the Company shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Knight, the Company and GETCO shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Knight and GETCO shall thereafter mail or deliver the Joint Proxy Statement to their respective holders. Knight and the Company shall also use their reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GETCO and Blocker shall furnish all information concerning GETCO, Blocker and the Holders as may be reasonably requested in connection with any such action. (b) Each of Knight, the Company, GETCO and, solely to the extent of any third-party consent or waiver or regulatory approval required to be obtained by Blocker, Blocker shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VIII, to consummate the transactions contemplated hereby and to do(ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or cause to be doneany exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all things necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Seller Each of Knight, the Company and Purchaser shallGETCO shall use their reasonable best efforts to resolve, as promptly as practicable, any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. The parties further covenant and agree that (1) with respect to any 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, and Seller (2) in the event that any action, suit, proceeding or investigation is commenced after the date hereof challenging any of the parties’ rights to consummate the transactions contemplated by this Agreement, the parties shall cause use their reasonable best efforts to take such actions as are necessary and appropriate to contest such action, suit, proceeding or investigation. In furtherance of the Selling Affiliate foregoing, Knight and GETCO shall give the Company other party the opportunity to consult with them on a regular basis with respect to, execute provide the other party with a reasonable opportunity to participate in the preparation of, and deliver such to review prior to the filing or submission of, material documents relating to, and provide the other documentsparty the reasonable opportunity to participate in, certificatesin each case to the extent practicable and subject to Applicable Laws relating to the exchange of information and in a manner that does not result in any waiver or loss of attorney-client privilege, agreements and other writings and take such other actions any proceedings, meetings or substantive telephone conversations relating to the defense or settlement of any shareholder or unitholder litigation against Knight or GETCO, as may be necessary or desirable under applicable Law in order applicable, relating to consummate or implement expeditiously the transactions contemplated by this Agreement. (bc) Subject to applicable Laws relating to the exchange of information, Knight, Blocker and GETCO shall, upon request, furnish each other with all information concerning Knight, Blocker, GETCO and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Knight, Blocker, GETCO or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Knight and GETCO shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (d) Subject to applicable Law (including applicable Laws relating to the exchange of information), GETCO, Blocker and Knight shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Seller subject to applicable Law, each of Knight and Purchaser GETCO shall cooperate promptly furnish the other with one another copies of the nonconfidential portions of notices or other communications received by it or any of its Subsidiaries (i) in determining whether or written summaries of communications received orally), from any authorizations, actions, consents, approvals third party or waivers are required Governmental Entity with respect to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking Agreement. Any such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material disclosures may be made on an outside counsel-only basis to the operation extent required under applicable Law. The parties further covenant and agree not to extend any waiting period associated with any approval of a Governmental Entity or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actother party hereto.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller conditions set forth in this Agreement, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable (including executing and to delivering any documents, certificates, instruments and other papers that are reasonably necessary for the consummation of the Transactions), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things reasonably necessary or desirable to fulfill consummate and make effective, in the conditions precedent to most expeditious manner practicable, the Transactions. The Parties shall use their reasonable best efforts, and each Party shall cooperate in all reasonable respects with the other party’s obligations Party, to send the requisite notice to or to solicit and otherwise obtain all waivers, consents, approvals, permits, orders or authorizations from third parties reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Seller and Purchaser shallTransactions, and Seller shall cause including to obtain the Selling Affiliate and consents of, as applicable, the contractual counterparties to the Contracts listed on Section 7.1 of the Company toDisclosure Letter prior to the Closing; provided, execute and deliver however, that no Party nor any of their Affiliates shall be required to pay any amount to (or incur any obligation in favor of) any Person from whom any such other documents, certificates, agreements and other writings and take such other actions as consent may be necessary required unless such consent is specifically described in the Disclosure Letters as requiring related payment (or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (bincursion of related obligation) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement Transactions, and (ii) in taking such commercially reasonable actions to obtain any such authorizationsprovided, actions, consents, approvals or waivers and to timely give any such notices, in each casefurther, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, Parties acknowledge and none of the Seller, the Company or the Selling Affiliate will have any Liability for agree that the failure to obtain any such authorizationconsent (other than such consent specifically described in the Disclosure Letters as requiring related payment (or incursion of related obligation)) is not, actionand shall not be, consenta condition to Closing. Each Party shall, approval or waiver or to give during the Pre-Closing Period, keep the other Parties informed on a reasonably current basis of any such notice. For and all matters concerning APHC, Irish Holdco and the avoidance of doubtCompany Entities, Purchaser shall be responsible for payment as the case may be, that in the reasonable opinion of the filing fee, but each relevant Party may be of Purchaser material relevance for the purposes of effecting the Transactions in a timely manner and Seller shall be responsible for any associated costs, including legal costs, relating pursuant to filing and obtaining consent, approval or waiver under the HSR Actterms hereof.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller conditions of this Agreement, the Subscriber, the Company and each Parent shall, and the Company and each Parent shall cooperate and cause their respective Affiliates to, use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under applicable Laws to consummate the transactions contemplated by this AgreementAgreement as promptly as practicable following the Subscriber’s written request, including (i) preparing and filing with any Governmental Entity or other third party as promptly as practicable following Subscriber’s written request all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Entity or other third party that are necessary to consummate the transactions contemplated by this Agreement (including in connection with applicable Competition Laws); provided, that the parties hereto understand and agree that the reasonable best efforts of any party to this Agreement shall be deemed not to require such party or any of its Affiliates to (A) make any payment or grant any concession to, or incur any obligation for the benefit of, any Person in connection with obtaining and maintaining any approval, consent, authorization or confirmation from any third party (other than a Governmental Entity) that is required to be obtained in connection with the consummation of the transactions contemplated by this Agreement (other than filing or administrative fees or expenses), (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with, or litigation against, any Governmental Entity in connection with the transactions contemplated hereby or (C) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or its Affiliates’ businesses, assets or properties; provided, further, the Subscriber’s obligations under this ‎‎Section 6.01 shall not apply to the internal processes of the Subscriber and its Affiliates with respect to obtaining the PS Investment Approval pursuant to ‎‎Section 9.03(f), which approval may be granted or withheld in the sole discretion of the general partner of the Subscriber. Seller The Subscriber, the Company and Purchaser shalleach Parent agree to execute and deliver, and Seller shall to cause the Selling Affiliate and the Company to, their Affiliates to execute and deliver deliver, such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting Agreement subject to, and in accordance with, the generality terms hereof. In furtherance and not in limitation of the foregoing, Seller the Company, Parents, and Purchaser the Subscriber shall, and shall cooperate with one another (i) in determining whether any authorizationscause their respective Affiliates to, actions, consents, approvals make or waivers are required cause to be obtained from, or notices given to, parties made all filings required under applicable Competition Laws with respect to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to as promptly as practicable following the operation of the BusinessSubscriber’s written request. Purchaser The Company shall be solely responsible for any and shall pay all fees and expenses associated required to be paid in connection with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving preparation and filing of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure all regulatory filings required to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costsconsummate transactions contemplated by this Agreement, including legal costs, relating to any filing and obtaining consent, approval or waiver required under the HSR ActAct (the “Regulatory Filing Fees”).

Reasonable Best Efforts; Further Assurances. (a) Purchaser Upon the terms and Seller subject to the conditions and other provisions set forth in this Agreement, each party hereto shall cooperate and use their its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary necessary, proper or desirable advisable to fulfill consummate and make effective, in the conditions precedent to most expeditious manner practicable, the Merger and the other party’s obligations transactions contemplated hereby, and otherwise by the Related Agreements (as defined in Section 6.2(e)). The Company and Parent shall use its reasonable best efforts to consummate (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) of this Agreement and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Related Agreements by the Company and Parent and the consummation by them of the transactions contemplated by this Agreement. Seller hereby and Purchaser shallthereby, and Seller shall cause including the Selling Affiliate Merger (in connection with which Parent and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) in determining whether furnish all information required for any authorizations, actions, consents, approvals application or waivers are other filing to be made pursuant to the VSCA or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be obtained from, included in the Proxy Statement or notices given to, parties to any material third-party (non-Affiliatethe Registration Statement) Contracts in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, or the Company or its Subsidiaries or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent’s Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect. (b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated, subject to the other provisions of this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. (c) The Company and Parent shall cooperate with one another: (i) in connection with the preparation of the Proxy Statement; (ii) in taking such commercially reasonable actions connection with the preparation of any filing required by any Foreign Competition Laws (as defined herein); (iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby; (iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Proxy Statement, and seeking timely to obtain any such authorizationsApprovals, actions, consents, approvals or waivers and making any filings; and (v) in order to timely give any such notices, in each case, that are material to facilitate the operation achievement of the Business. Purchaser Merger. (d) The Company shall be responsible use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorizationcontinue to conduct its business consistent with historical operations and as currently conducted, action, consent, approval or waiver or pursuant to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser documentation and Seller shall be responsible for any associated costs, including legal costs, relating in a manner reasonably acceptable to filing and obtaining consent, approval or waiver under the HSR ActParent.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller conditions of this Agreement, each party shall cooperate and use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to under applicable Laws, and cooperate as reasonably requested by the other party’s obligations and otherwise parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller The parties hereto shall cause the Selling Affiliate and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or reasonably desirable under applicable Law in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting During the generality Interim Period, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder proceedings (including derivative claims) relating to this Agreement, any other Additional Agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, SPAC or any of its Representatives (in their capacity as a representative of SPAC) or, in the case of the foregoingCompany, Seller any Group Company or any of their respective Representatives (in their capacity as a Representative of the relevant Group Company). SPAC and Purchaser the Company shall cooperate with one another each (i) in determining whether keep the other reasonably informed regarding any authorizationsTransaction Litigation, actions, consents, approvals or waivers are required to be obtained from, or notices given (ii) give the other the opportunity to, parties to at its own cost and expense, participate in the defense, settlement and compromise of any material third-party (non-Affiliate) Contracts such Transaction Litigation and reasonably cooperate with the other in connection with the transactions contemplated by this Agreement defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation, and (iiiv) reasonably cooperate with each other. Notwithstanding the foregoing, (x) SPAC and the Company shall jointly control the negotiation, defense and settlement of any such Transaction Litigation and (y) in taking such commercially reasonable actions to obtain no event shall SPAC (or any such authorizationsof its Representatives), actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to on the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waiversone hand, or the giving Company (or any of its Representatives), on the other hand, settle or compromise any such notices, and none Transaction Litigation brought without the prior written consent of the Sellerother party (not to be unreasonably withheld, the Company conditioned or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actdelayed).

Reasonable Best Efforts; Further Assurances. (a) Purchaser Upon the terms and Seller subject to the conditions set forth in this Agreement, each party hereto shall cooperate and use their its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary necessary, proper or desirable advisable to fulfill consummate and make effective, the conditions precedent to Merger and the other party’s obligations transactions contemplated hereby (including Section 6.2(g) hereof), and otherwise by the Option Agreement as soon as reasonably practicable after the date hereof. The Company and Parent shall use its reasonable best efforts to consummate (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated by this Agreement. Seller hereby and Purchaser shallthereby, and Seller shall cause including the Selling Affiliate Merger (in connection with which Parent and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall will cooperate with one another each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith) or (iii) in determining whether furnish all information required for any authorizations, actions, consents, approvals application or waivers are other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be obtained from, included in the Proxy Statement or notices given to, parties to any material third-party (non-Affiliatethe Registration Statement) Contracts in connection with the transactions contemplated by this Agreement and (ii) the Option Agreement. Anything in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material this Agreement to the operation contrary notwithstanding, neither Parent nor any of the Business. Purchaser its Affiliates shall be responsible under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for any expenses associated with obtaining any such authorizations, actions, consents, approvals the sale or waivers, other disposition or holding separate (through the giving establishment of a trust or otherwise) of any such noticesassets or categories of assets of Parent, and none any of the Sellerits Affiliates, including its Subsidiaries, the Company or the Selling Affiliate holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Anything in this Agreement to the contrary notwithstanding, without the prior written consent of Parent neither the Company nor any of its Subsidiaries will have take any Liability action specified in clause (x) or clause (y) of the immediately preceding sentence. (b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated as soon as reasonably practicable after the date hereof. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for the failure consummation of this Agreement and the transactions contemplated hereby. (c) The Company and Parent shall cooperate with one another: (i) in connection with the preparation of the Registration Statement and the Proxy Statement; (ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws; (iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby; (iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and seeking timely to obtain any such authorizationApprovals, action, consent, approval or waiver or to give making any such notice. For filings; and (v) in connection with the avoidance of doubt, Purchaser shall be responsible for payment listing on the NASDAQ National Market System of the filing fee, but each of Purchaser and Seller shall Parent Common Stock to be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under issued in the HSR ActMerger.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and conditions of this Agreement, Buyer and Seller shall cooperate and will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto with respect to the HSR Act shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties; provided further that the parties hereto understand and agree that the reasonable best efforts of the Buyer with respect to the Applicable Law for the jurisdictions listed on Section 4.03 of the Buyer Disclosure Schedule shall not be deemed to include divesting or otherwise holding separate (including by establishing a trust or otherwise), or otherwise agreeing to do any of the foregoing, with respect to any of its or the Company’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Seller and Purchaser shallBuyer agree, and Seller shall Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Selling Affiliate Company and the Company toeach Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement HSR Act and (ii) Buyer shall make appropriate filings in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material accordance with Applicable Law for the jurisdictions listed on Section 4.03 of the Buyer Disclosure Schedule with respect to the operation transactions contemplated hereby. Such filings shall be submitted as promptly as practicable and in any event within 15 Business Days (except with respect to appropriate filings in Albania, within 20 Business Days) of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizationsdate hereof, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall use its reasonable best efforts to provide any information required from Seller or the Company for such filings as promptly as practicable. Buyer and Seller shall supply as promptly as practicable any additional information and documentary material that may be responsible requested pursuant to the HSR Act and any Applicable Law for any associated costs, including legal costs, relating the jurisdictions listed on Section 4.03 of the Buyer Disclosure Schedule and to filing and obtaining consent, approval take all other actions necessary to cause the expiration or waiver termination of the applicable waiting periods under the HSR ActAct and any Applicable Law for the jurisdictions listed on Section 4.03 of the Buyer Disclosure Schedule as soon as practicable. Buyer shall bear all filing fees in connection with any filings made under the HSR Act and other antitrust laws pursuant to this Section 7.01(b).

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller conditions of this Agreement and applicable Law, each of Ameritas Life and Union Central shall cooperate act in good faith and use their reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the Parties shall, and use reasonable best efforts to cause their respective directors, officers, employees, agents, attorneys, accountants and representatives: to (i) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such Party, its directors, officers, employees, partners and affiliates as may be necessary or desirable to fulfill reasonably requested in connection with any of the conditions precedent to foregoing; (iii) avoid the other party’s obligations and otherwise to consummate entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated by this Agreement. Seller , including but not limited to defending through litigation on the merits any claim asserted in any court by any person seeking such restraint, prevention or delay; and Purchaser shall(iv) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, and Seller competition or trade regulation law that is asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the consummation of such transactions to occur as expeditiously as possible. (b) The Parties shall cause keep each other reasonably apprised of the Selling Affiliate and status of matters relating to completion of the Company totransactions contemplated hereby, execute and deliver including promptly furnishing the other with copies of notices or other communications received by such other documentsParty or any of such Party’s subsidiaries, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order from any third Party and/or Governmental Entity with respect to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Act.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions herein provided, each of the Target, the Parent and the Acquiror shall take all actions reasonably necessary to comply promptly with all applicable laws which may be imposed on such party with respect to the consummation of the transactions contemplated by this Agreement and shall promptly cooperate with and furnish information to the other party in connection with any such requirements imposed upon such party regarding the consummation of the transactions contemplated by this Agreement. The Target, the Parent and the Acquiror shall take all actions reasonably necessary to obtain (a) Purchaser and Seller shall cooperate with each other in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other Person, required, respectively, to be obtained or made by the Target, by the Parent or by the Acquiror in connection with the taking of any action contemplated by this Agreement. After the Closing, any out-of-pocket expenses related to the foregoing shall be borne by the party incurring such expenses. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and use their reasonable best efforts to directors of the parties hereto shall take, or cause to be taken, all actions and to dosuch necessary action. None of the Target, the Parent nor the Acquiror shall knowingly take any action, or cause knowingly fail to take any action, that would reasonably be done, all things necessary or desirable likely to fulfill jeopardize the conditions precedent to the other party’s obligations and otherwise to consummate the transactions Reorganization contemplated by this Agreement. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions herein from qualifying as may be necessary or desirable a reorganization under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (bSection 368(a) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR ActCode.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and conditions of this Agreement, Buyer and Seller shall cooperate and will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to the Business or the Purchased Assets or any assets or business of Buyer or any of its Affiliates. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate and the Company to, Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this AgreementAgreement and to vest in Buyer good and, in the case of owned Real Property, marketable title to the Purchased Assets. (b) Without limiting the generality Seller hereby constitutes and appoints, effective as of the foregoingClosing Date, Buyer and its successors and assigns as the true and lawful attorney of Seller and Purchaser shall cooperate with one another full power of substitution in the name of Buyer, or in the name of Seller but for the benefit of Buyer, (i) in determining whether to collect for the account of Buyer any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in taking such commercially reasonable actions its sole discretion deem proper in order to obtain assert or enforce any such authorizationsright, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, consents, approvals suits or waivers and proceedings in respect of the Purchased Assets. Buyer shall be entitled to timely give retain for its own account any such notices, in each case, that are material amounts collected pursuant to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costsforegoing powers, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actany amounts payable as interest in respect thereof.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and conditions of this Agreement, including the requirements set forth in this Section 6.09, Buyer and Seller shall cooperate and will use their respective reasonable best efforts to take, or cause to be takentaken (including by causing any Affiliates to take actions), all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under applicable Laws to consummate the transactions contemplated by this AgreementContemplated Transactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all registrations, filings, applications and notices that are necessary, proper or advisable to consummate the Contemplated Transactions; and (ii) obtaining and maintaining all consents, approvals or waivers from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Contemplated Transactions. Seller and Purchaser shallSeller, and Seller shall cause the Selling Affiliate Buyer and the Company agree to (and the Company, prior to the Closing, agrees to cause its Subsidiaries to, and Buyer, after the Closing, agrees to cause the Company and its Subsidiaries to) execute and deliver such other documents, certificates, agreements and other writings and to take such other actions reasonably requested by the other Parties as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this AgreementContemplated Transactions on the terms set forth herein, including submitting a “Material Change Notification” to the U.S. State Department, Directorate of Defense Trade Controls within five days of the Closing to the extent required pursuant to International Traffic in Arms Regulations § 122.4(a). (b) Without limiting During the generality of the foregoingInterim Period, Seller and Purchaser Buyer shall cooperate with one another (i) cooperate in good faith with each other (A) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver of, or registration, filing or application with, or giving of any notice to, any Governmental Authority or other Person (whether a party to a Material Contract or otherwise), in addition to those set forth in Section 3.03 and Section 4.03 of the Disclosure Letter, is reasonably necessary or advisable in connection with the consummation of the Contemplated Transactions; and (B) in obtaining any action, consent, approval or waiver, or making a registration, filing or application with, or giving any notice to, any Person identified pursuant to clause (A) of this sentence or Section 6.09(c) or set forth in Section 3.03 or Section 4.03 of the Disclosure Letter and to any third parties under the Subcontracts to the extent required in connection with the Contemplated Transactions pursuant to the terms of the Subcontracts; and (ii) seek to use their respective reasonable best efforts to obtain, make or give any of the foregoing on a timely basis. (c) In furtherance and not in limitation of the foregoing, during the Interim Period, Seller and Buyer each shall proceed diligently and use their respective reasonable best efforts (and Seller shall cause the Company to use its reasonable best efforts, as applicable) to (i) make or cause to be made all filings required of such Party or any of its Subsidiaries or Affiliates under the HSR Act with respect to the Contemplated Transactions as promptly as practicable and, in the case of such filings under the HSR Act, in any event within eight Business Days after the date of this Agreement; (ii) comply with or otherwise resolve, at the earliest practicable date, any request from the FTC, the Antitrust Division or any other Governmental Authority for additional information, documents or other materials under the HSR Act in respect of such registrations, filings, applications or notices or the Contemplated Transactions; and (iii) cooperate with the other Parties in connection with preparing, making or giving any such registration, filing, application or notice (including, to the extent permitted by applicable Law, providing copies of all such documents or materials to the other Parties prior to making or giving any such registration, filing, application or notice and considering all reasonable additions, deletions or changes suggested by the other Parties in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or any other Governmental Authority under any Antitrust Laws, with respect to any such registration, filing, application or notice of the Contemplated Transactions. The Parties shall seek early termination of the waiting period under the HSR Act. Each Party shall use reasonable best efforts to, as promptly as practicable, furnish to the other Parties all information, documents or other materials required for any registration, filing, application or notice to be made by the other Parties pursuant to the HSR Act or any other Antitrust Law in connection with the Contemplated Transactions; provided, however, that no Party shall be required to furnish a copy of its (or any of its Affiliate’s) Notification and Report Form submitted to the FTC or the Antitrust Division pursuant to the HSR Act or any attachment thereto (unless necessary to any other Party’s completion of its (or the completion by any of the other Party’s Affiliates) Notification and Report Form), to the other Parties. No Party shall independently participate in any formal or substantive meeting or discussion with, or hearings before, any Governmental Authority in respect of any such registrations, filings, applications, notices, investigations or other inquiries without giving the other Parties reasonable prior written notice of the meeting, discussion or hearing and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act in connection with the Contemplated Transactions. Each Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.09 or otherwise as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel and advisors of the Parties to whom such materials or information is necessary to provided and will not be disclosed by such outside counsel or advisors to employees, officers or directors of such Party or any Affiliate thereof, unless express written permission is obtained in advance from the source of the materials. Each Party will cause prompt written notification to be provided to the other Parties when it obtains, takes, makes or gives any consent, approval, action, registration, filing or notice referred to in clause (i) of the first sentence of this Section 6.09(c), and will advise the other Parties of any oral or written communications and, unless precluded by applicable Law, provide copies to the other Parties of any such written communications (or written summaries of any oral communications) with any Governmental Authority regarding any of the Contemplated Transactions to the extent related to Antitrust Laws or related approvals or clearances. Buyer shall be fully responsible for any and all filing and similar fees related to filing under the HSR Act. Notwithstanding anything in this Agreement to the contrary, Buyer shall, on behalf of the Parties, control and lead all strategy and communications with the FTC, the Antitrust Division, and any other Governmental Authority relating to the Antitrust Laws, subject to good faith consultations with the Company and the inclusion of the Company at meetings with any Governmental Authority with respect to any discussion related to the Contemplated Transaction and the Antitrust Laws. (d) Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall take, and shall cause its Affiliates to take, any and all unconditional and unqualified action necessary to obtain any necessary approval or obtain the expiration of any waiting or suspension period under the HSR Act and to prevent the initiation of any lawsuit by any Governmental Authority under any Antitrust Laws and to or to give prevent the entry of any such noticeOrder under Antitrust Laws that would otherwise make the Contemplated Transactions unlawful, including actions (i) to sell, license, otherwise dispose of or hold separate, or agree to sell, license, otherwise dispose of or hold separate, any entities, assets, technology, Intellectual Property rights or facilities of the Company or the Company’s Subsidiaries before or after the Closing, including, if necessary, the entire business of the Company and its Subsidiaries to be acquired through the Contemplated Transactions; (ii) to terminate, amend or assign existing relationships or contractual rights and obligations of the Company or the Company’s Subsidiaries; (iii) to amend, assign or terminate existing licenses or other agreements or enter into new licenses or other agreements of the Company or the Company’s Subsidiaries; or (iv) to change or modify any course of conduct or otherwise make any commitment (to any Governmental Authority or otherwise) regarding future operations of Buyer, the Company or the Company’s Subsidiaries. Notwithstanding anything to the contrary herein, without Buyer’s prior written consent, neither the Company nor any of its Subsidiaries may take, nor shall Buyer or any of its Affiliates be required to take, any action pursuant to this Section 6.09 or any other provision hereof that has, or would reasonably be expected to have, a material adverse effect on the business, operations and assets of the Company and their respective Subsidiaries (taken as a whole). For the avoidance of doubt, Purchaser Seller shall be responsible for payment of (and shall cause the filing feeCompany to, but each of Purchaser as applicable) cooperate in good faith with Buyer, and use its reasonable best efforts to assist Buyer in the foregoing. (e) During the Interim Period, the Company, its Subsidiaries, Buyer and Seller shall be responsible for cooperate and use reasonable best efforts to take all required and advisable steps to maintain any associated costsfacility security clearances held by the Company and its Subsidiaries following the Closing. Within five Business Days of the Closing, including legal coststhe Company and its Subsidiaries, relating as applicable, shall prepare and submit to filing DCSA and, to the extent applicable, any other CSA, notification of the Contemplated Transactions pursuant to the NISPOM and obtaining consentany other applicable U.S. national or industrial security regulations. The Company, approval the Company’s Subsidiaries, Buyer, and Seller, as applicable, shall promptly provide DCSA or waiver under the HSR Actany other CSA with all necessary information within their respective control to respond to any inquiries made by DCSA or a CSA.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and conditions of this Agreement, Buyer and Seller shall cooperate and use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws and Orders to fulfill promptly satisfy the conditions precedent to the other party’s obligations Closing, the Core Coinsurance Closing, the Non Core Coinsurance Closing and otherwise the AIT Merger Closing, as applicable, and to promptly consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the obtaining of the approvals of the Insurance Regulators of the jurisdictions where such approval is required and, with respect to the transactions to occur at the consummation of the AIT Reorganization Agreement. , of the other Governmental Entities having jurisdiction over such transactions, and Seller and Purchaser Buyer shall, and Seller shall cause the Selling Affiliate and the Company their respective Affiliates to, execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions Transactions contemplated by this AgreementAgreement and the Ancillary Agreements. This obligation shall include if requested by the DOI (i) in the case of Buyer, entering into a keepwell with the DOI with respect to the Company effective as of the Closing the terms of which shall be substantially similar to the terms of the Keepwell, except that it shall be in an amount up to or equal to (but under no circumstances exceeding) $350,000,000 and (ii) in the case of Seller, entering into a keepwell with the DOI with respect to FAFLIC which shall be effective as of the Closing and the terms of which shall be substantially similar to those of the Keepwell. Notwithstanding anything to the contrary contained herein, (1) neither Buyer nor Seller shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action that would reasonably be expected to result in a Material Adverse Effect, (2) neither Buyer nor Seller nor any of their Affiliates shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action in connection with satisfying the conditions to the Closing, the Core Coinsurance Closing or the AIT Merger Closing that would, individually or in the aggregate, reasonably be expected to materially impair the benefits such party reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements; provided that Buyer and Seller acknowledge that Buyer not being permitted to use the Buyer Hedging Arrangements for SAP purposes or the imposition by the DOI on Buyer of a keepwell in excess of $350,000,000 shall constitute a material impairment of the benefits Buyer reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements, and (3) neither Buyer nor Seller nor any of their Affiliates shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action in connection with satisfying the conditions to the Non-Core Coinsurance Closing that would, individually or in the aggregate, reasonably be expected to result in any non-immaterial adverse effect (with respect to the net Liabilities being transferred at the Non-Core Coinsurance Closing) on such party or any of its Affiliates. (b) Without limiting the generality In furtherance and not in limitation of the foregoing, and subject to Section 7.05 and the parties’ further obligations with respect to consummating the AIT Merger Closing as set forth in the AIT Reorganization Agreement, each of Buyer and Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizationsmake an appropriate filing of a Notification and Report Form pursuant to the HSR Act, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection of a Form A with the transactions contemplated by this Agreement and DOI (ii) in taking such commercially reasonable actions to obtain any such authorizationsit being understood, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser that such Form A or any drafts thereof previously made available to the DOI on an informal basis may disclose the Non-Core Coinsurance Agreement and the transactions contemplated thereby) and of such other filings and documents as are required by the DOI and the New York and other state Insurance Regulators in connection with the Closing, the Core Coinsurance Closing and the Non-Core Coinsurance Closing, in each case as promptly as practicable and in any event within ten Business Days after the date hereof (except in the case of filings and documents relating to the Non-Core Coinsurance Closing, which shall be responsible for payment filed within 10 Business Days after the Core Coinsurance Closing or at such earlier time as agreed by the parties), (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by any Insurance Regulator and (iii) subject to Section 7.01(a), take all other actions necessary to cause the expiration or termination of the filing feeapplicable waiting periods under the HSR Act as soon as practicable; it being understood that, but each of Purchaser as provided in Section 12.03(b), Buyer and Seller shall be responsible for any associated costs, including legal costs, each pay 50% of (A) the filing and other fees (other than attorney’s fees) relating to the Notification and Report Form pursuant to the HSR Act and (B) the filing and other fees (other than attorney’s fees) relating to the submission and review of the Form A and any other filings and documents to the DOI or any other Governmental Entity. (c) Buyer and Seller will use their reasonable best efforts, and will cooperate fully with each other, to obtain all consents or waivers of third parties set forth on Schedule 7.01(c) . As provided in Section 12.03(b), Buyer and Seller shall each pay 50% of the aggregate amount of any payments to counterparties with respect to obtaining consentthe consents or waivers of such counterparties; provided that, approval or waiver under as set forth in Section 12.03(b), Buyer shall reimburse Seller for 100% of any such payments to vendors identified on Schedule 7.01(c) (such payments, the HSR Act“New Vendor Payments”) that will provide long term services to the Company after the Closing.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller shall cooperate conditions of this Purchase and Sale Agreement, each party hereto will use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under Applicable Laws to consummate the transactions contemplated by the Transaction Documents to which the Seller or the Purchaser, as applicable, is party, including to (i) perfect the sale, assignment, transfer, conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate and the Company to, (ii) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously the transactions contemplated by this Agreementany Transaction Document to which the Seller or the Purchaser, as applicable, is party, (iii) perfect, protect, more fully evidence, vest and maintain in the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those permitted by the Transaction Documents), (iv) create, evidence and perfect the Purchaser’s back-up security interest granted pursuant to Section 2.1(d) and (v) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Date. (b) Without limiting the generality of the foregoing, The Seller and the Purchaser shall cooperate with one another and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (i) in determining whether any authorizationsexcept as otherwise set forth herein), actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the transactions contemplated by this Agreement and (iidate hereof) in taking such commercially reasonable actions to obtain which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such authorizations, actions, consents, approvals Persons have a direct or waivers and to timely give any such noticesindirect interest, in each casecase relating to any Transaction Document, that are material the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Seller. (c) The Seller and the Purchaser shall each comply with all Applicable Laws with respect to the operation of Transaction Documents to which it is party, the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or Counterparty License Agreement (in the giving of any such notices, and none case of the Seller), the Company Purchased Assets and all ancillary agreements related thereto, the violation of which would be a Material Adverse Change. (d) The Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would reasonably be expected to conflict with the Transaction Documents or serve or operate to limit or circumscribe any of the Purchaser’s rights under the Transaction Documents (or the Selling Affiliate will have any Liability for the failure Purchaser’s ability to obtain exercise any such authorizationrights). (e) The Seller shall use good faith efforts to get the Counterparty Instruction countersigned by the Counterparty prior to the Closing. However, actionif such countersignature is not obtained prior to the Closing, consent, approval or waiver or the Seller shall use good faith efforts for ninety (90) days following the Closing to give any such noticeget the Counterparty Instruction countersigned by the Counterparty as soon as practicable following the Closing. For the avoidance of doubt, Purchaser in the absence of bad faith, the Seller’s failure to obtain the Counterparty’s countersignature to the Counterparty Instruction shall be responsible for payment not constitute a breach of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actthis covenant.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and conditions of this Agreement, each of Buyer, each Sponsor Holdings Owner and each Seller shall cooperate and the Company will use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, tax certificates and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company's, Subsidiaries' or any of their respective Affiliates' businesses, assets or properties. Seller Each Seller, each Sponsor Holdings Owner and Purchaser shallBuyer agrees, and Seller shall Buyer, after the Closing, agrees to cause the Selling Affiliate Company and the Company toeach Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving of any such notices, and none of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Act.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Parent and Seller the Company shall cooperate and use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Section 7, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary and consistent with this Agreement to effect the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable to promptly consummate and make effective the Merger and other transactions contemplated by this Agreement, including using their respective reasonable best efforts: (i) to effect all necessary or desirable to fulfill registrations and filings required by any Governmental Authority (in connection with which Parent and the conditions precedent Company shall cooperate with each other in connection with the making of all such registrations and filings, including providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will consider in good faith reasonable additions, deletions or changes suggested in connection therewith) and (ii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing. (c) The Company shall use its reasonable best efforts to promptly obtain all consents, approvals, authorizations, and waivers of, and to give all notices to, each third party that may be necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby, including obtaining all consents, approvals, authorizations and waivers, and giving all notices listed in Section 3.4(c) of the Company Disclosure Schedule; provided, however, that the Company shall not amend or agree to amend, or waive any material right or material economic benefit under, any Company Material Contract in connection with obtaining such consents, approvals, authorizations and waivers without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that, in connection with obtaining such consents, approvals, authorizations and waivers, or the giving of such notices, the Company shall not incur any out of pocket costs or any other obligation or liability without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless such costs, obligation or liability is de minimis in nature. (d) Parent, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.4(b) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, ECMR or any other applicable Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party’s obligations and otherwise ; (ii) keep the other Party reasonably informed of the status of matters related to consummate the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller shall cause including furnishing the Selling Affiliate and the Company to, execute and deliver other with any written notices or other communications received by such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained Party from, or notices given by such Party to, parties to any material third-party the Federal Trade Commission (non-Affiliate) Contracts in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations“FTC”), actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation Antitrust Division of the Business. Purchaser shall be responsible for Department of Justice (the “DOJ”), the European Commission or any expenses associated with obtaining any such authorizations, actions, consents, approvals or waivers, or the giving other Governmental Authority and of any such notices, and none of the Seller, the Company notices or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Act.other communications received or

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller shall cooperate conditions of this Agreement, Parent and the Company will use their respective reasonable best efforts to to, and will cause their respective Subsidiaries to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under applicable law to consummate the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate Parent and the Company to, agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. . Such actions shall include (bi) Without limiting preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports, and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the generality transactions contemplated by this Agreement and (ii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable laws and rules and regulations and other requirements of any Governmental Entity that would prevent the consummation of the foregoing, Seller transactions contemplated by this Agreement. Parent and Purchaser the Company shall cooperate with one another (i) in determining whether any authorizationsaction by or in respect of, or filing with, any Governmental Entity is required, (ii) in determining whether any actions, consents, approvals or waivers are required to be taken by or obtained from, or notices given to, from parties to any Contracts, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to take or obtain any such actions, consents, approvals or waivers and (iv) and shall keep each other apprised of the status of matters related to obtaining any such actions, consents, approvals or waivers. Without limiting the foregoing, (i) Parent shall control all discussions with (A) any Governmental Entity relating to the filings required under the HSR Act and (B) with the other parties set forth in Section 6.1 of the Parent Disclosure Schedule, in each case relating to the transactions contemplated by this Agreement, (ii) Parent and the Company shall use reasonable best efforts to comply (and cause their affiliates to comply) promptly but in no event later than ten (10) business days after the date hereof with the notification and reporting requirements of the HSR Act, (iii) each of Parent and the Company shall use their respective reasonable best efforts to (and shall cause their affiliates to use their reasonable best efforts to) obtain early termination of the waiting period under the HSR Act and (iv) each of Parent and the Company shall use reasonable best efforts to, as soon as practicable, and in any event within fifteen (15) business days after the date hereof, make such other filings with any foreign Governmental Entity as may be required under any applicable similar foreign law. Each of Parent and the Company shall (and shall cause their affiliates to) substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (an “Antitrust Authority”) relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including, without limitation, any so called “second request” for additional information or documentary material third-party or any civil investigative demand made or issued by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or any subpoena, interrogatory or deposition. Each of Parent and the Company shall (and shall cause their affiliates to) use its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the initiation of any litigation, suit, action, order or proceeding by an Antitrust Authority or the entry or issuance of any Restraint which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Each of Parent and the Company shall (and shall cause their affiliates to) cooperate in good faith with the Antitrust Authorities and use its reasonable best efforts to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Outside Date) and use its reasonable best efforts to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Restraint that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger. (b) Parent and the Company shall cooperate with each other in connection with the making of all filings referred to in Section 6.1(a), including providing copies of all such documents to the non-Affiliate) Contracts filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company may participate or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Entity in connection with the filings required under the HSR Act in connection with 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 such meeting, telephone call or discussion. The Company and (ii) the Holder Representative agree that Parent shall control all meetings, telephone calls and communications relating to the filings required under the HSR Act with any Governmental Entity with respect to the transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such noticesgood faith the views of one another, in each caseconnection with, that are material and provide to the operation of the Business. Purchaser shall be responsible for other parties in advance, any expenses associated with obtaining any such authorizationsanalyses, actionsappearances, consentspresentations, approvals memoranda, briefs, arguments, opinions and proposals made or waivers, submitted by or the giving on behalf of any such notices, and none of the Seller, the Company party hereto in connection with proceedings under or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver any filings required under the HSR Act. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel.

Reasonable Best Efforts; Further Assurances. (a) Purchaser and Seller shall cooperate and Each Party will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise to consummate the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law to consummate, in order to consummate or implement expeditiously the transactions contemplated by this Agreement.most expeditious manner practicable, the Transactions. NAI-1502820106v1 (b) Without limiting the generality effect of the foregoing‎Section 5.05(a), Seller and Purchaser shall cooperate with one another (i) in determining whether any the Company will use reasonable best efforts to obtain all authorizations, actions, consents, approvals or and waivers are required to be obtained fromof, or and give all notices given to, parties to any material third-each third party that may be necessary for the consummation of the Transactions (non-Affiliate) Contracts provided, that, in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material to the operation of the Business. Purchaser shall be responsible for any expenses associated with obtaining any such authorizations, actionsconsents, approvals and waivers, or the giving of such notices, Seller (i) will not be required to incur any out-of-pocket costs or any other Liability and (ii) will not have Liability for failure to obtain such authorizations, consents, approvals or waivers, or to provide such notices). Purchaser acknowledges that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of the giving failure to obtain any such authorization, consent, approval or waiver, or to provide such notice. (c) From the Effective Date until the Closing Date, each Party will promptly notify the other Party of any written notice or other written communication from any Person alleging that the consent of such noticesPerson or any Governmental Authority is or may be required in connection with the Transactions. (d) Each Party will use reasonable best efforts to (i) prepare, as soon as practicable, all filings in connection with seeking the Required Regulatory Approval, and none any other exemption or other authorization from any Governmental Authority necessary to consummate the Transactions; (ii) prosecute such filings with diligence; (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement; (iv) facilitate obtaining any final order or orders approving the Transactions or to remove any impediment to the consummation of the SellerTransactions; and (v) furnish all information in connection with the approvals of or filings with regard to the Required Regulatory Approval with any Governmental Authority and promptly cooperate with and furnish information in connection with any such requirements imposed upon Purchaser or any of its Affiliates in connection with the Transactions. Subject to ‎Section 5.06, Purchaser will use reasonable best efforts to obtain the Company Required Regulatory Approval, or any exemption thereto, and to remove any impediment imposed by any Governmental Authority to allow the Selling Affiliate consummation of the Transactions. Seller will not have any Liability for the failure to obtain the Required Regulatory Approval or other consent, approval or authorization of any Governmental Authority in connection with the Transactions subject to its compliance with the terms of this Agreement. Each Party will advise the other Party promptly of any material communication received by such Party or any of its Affiliates from the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority regarding any of the Transactions and of any understandings, undertakings or agreements (oral or written) such Party proposes to make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority in connection with the Transactions. Except as required by Law, neither Seller nor Purchaser will independently participate in any meeting with any Governmental Authority in respect of any findings or inquiry in connection with the Transactions without giving the other prior notice of the meeting and the opportunity to attend, participate, or both, in each case unless prohibited by the NAI-1502820106v1 Governmental Authority. The Parties will consult and cooperate with one another to the extent permitted by Law in connection with any information or proposals submitted in connection with proceedings under or relating to the HSR Act in connection with the Transactions. (e) Seller will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Law, including but not limited to filing such certificates of merger, affidavits, or other documents in the real property records of the jurisdiction in which each respective parcel of Owned Real Property is located, to cause (i) the removal of any of-record security instruments encumbering any such Owned Real Property, and (ii) such real property records to reflect the Company’s name as the of-record owner of such Owned Real Property. Purchaser acknowledges that no representation, warranty or pre-Closing covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of the failure to obtain any such authorization, action, consent, approval or waiver waiver, or to give any provide such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Act.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller conditions of this Agreement, Parent and the Company shall, and the Company shall cooperate and cause its Subsidiaries to, use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to fulfill consummate and implement expeditiously each of the conditions precedent transactions contemplated by this Agreement, including using its reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities or other third parties prior to the other party’s obligations Effective Time; (ii) avoid an Action by any Authority, and otherwise (iii) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller The parties shall cause the Selling Affiliate and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or desirable under applicable Law in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality Subject to applicable Law, each of the foregoing, Seller Company and Purchaser shall cooperate with one another Parent agrees to (i) reasonably cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in determining whether connection with its preparation of any authorizationsnotifications or filings, actions(iii) keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, consentsincluding promptly furnishing the other with copies of notices and other communications received by such party from, approvals or waivers are given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (iiv) to the extent reasonably practicable, consult with the other in taking such commercially reasonable actions advance of and not participate in any meeting or discussion relating to obtain the transactions contemplated by this Agreement, either in person or by telephone, with any such authorizationsAuthority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, actionshowever, consents, approvals or waivers and to timely give any such noticesthat, in each caseof clauses (iii) and (iv) above, that are material materials may be redacted (A) to remove references concerning the operation valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) During the Interim Period, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Action (including derivative claims) relating to this Agreement, any of the BusinessAncillary Agreements or any matters relating thereto commenced or threatened in writing against Parent, any of the Parent Parties or any of its or their respective Representatives in their capacity as a representative of a Parent Party or against the Company (collectively, the “Transaction Litigation”). Purchaser Parent shall be responsible for any expenses associated with obtaining any such authorizationscontrol the negotiation, actions, consents, approvals or waivers, or the giving defense and settlement of any such noticesTransaction Litigation brought against Parent, and none Merger Sub or members of the Sellerboards of directors of Parent or Merger Sub and the Company shall control the negotiation, defense and settlement of any such Transaction Litigation brought against the Company or the Selling Affiliate will have members of its board of directors; provided, however, that in no event shall the Company or Parent settle, compromise or come to any Liability arrangement with respect to any Transaction Litigation, or agree to do the same, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed to be reasonable for Parent (if the failure Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) to obtain withhold, condition or delay its consent if any such authorizationsettlement or compromise (A) does not provide for a legally binding, actionfull, consentunconditional and irrevocable release of each Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if the Parent is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction Litigation, approval (B) provides for any non-monetary, injunctive, equitable or waiver similar relief against any Parent Party (if the Company is controlling the Transaction Litigation) or to the Company (if Parent is controlling the Transaction Litigation) or (C) contains an admission of wrongdoing or Liability by a Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction Litigation. Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such notice. For Transaction Litigation and reasonably cooperate with the avoidance other in connection with the defense, settlement and compromise of doubtany such Transaction Litigation, Purchaser shall be responsible for payment of (iii) consider in good faith the filing fee, but other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actother.

Reasonable Best Efforts; Further Assurances. (a) Purchaser and Seller shall cooperate and 7.1.1 Each of the parties agrees to use their its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary or desirable to fulfill cause the conditions precedent set forth in Clause 10 to be satisfied; (b) the obtaining of all necessary actions or non actions, waivers, consents, approvals, orders and authorizations from Governmental Authority and the making of all necessary registrations, declarations and filings with Governmental Authorities, if any, and the taking of all steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority; (c) the obtaining of all necessary consents, approvals or waivers from third parties to the extent the failure to obtain any such consent, approval or waiver would prevent or materially hinder or delay any party's ability to consummate the transactions contemplated hereby; (d) the defending of any suits, claims, actions, investigations or 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 party’s obligations Governmental Authority vacated or reversed; and otherwise (e) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 7.1.2 Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to pay any material consideration or incur any material additional costs to obtain any consents from third parties that may be necessary to consummate the transactions contemplated by this Agreement, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Person. 7.1.3 Anything herein to the contrary notwithstanding, Seller may consent to the termination of the Blue Dragon JV Agreements and JV Management Agreement on the basis that two of the Aircraft owned by Blue Dragon (and all agreements (and all material rights and obligations of Blue Dragon thereunder) associated with such Aircraft) will be distributed to G3AC and the other Aircraft owned by Blue Dragon (and all agreements (and all material rights and obligations of Blue Dragon thereunder) associated with such Aircraft) will be distributed to the other JV Member of Blue Dragon, in which case Seller's obligation to sell to Buyer its Specified Ownership Interest in Blue Dragon shall terminate and instead Seller shall sell (or procure the sale of) and Buyer shall buy G3AC's entire interest in the Blue Dragon Aircraft (and associated agreements) so distributed to G3AC. Seller and Purchaser shall, and Seller shall cause make all reasonable efforts to keep Buyer informed of any discussions with the Selling Affiliate and the Company to, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) Without limiting the generality JV Member of the foregoing, Seller and Purchaser shall cooperate with one another (i) in determining whether any authorizations, actions, consents, approvals or waivers are required to be obtained from, or notices given to, parties to any material third-party (non-Affiliate) Contracts Blue Dragon in connection with the transactions contemplated by this Agreement and (ii) in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such notices, in each case, that are material foregoing. 7.1.4 Anything herein to the operation contrary notwithstanding, Seller may consent to the termination of the Business. Purchaser shall be responsible for any expenses Caljet JV Agreements and JV Management Agreement on the basis that two of the Aircraft owned by Caljet (and all agreements (and all material rights and obligations of Caljet thereunder) associated with obtaining any such authorizations, actions, consents, approvals or waivers, or Aircraft) will be distributed to GATX/Caljet Corp and the giving other Aircraft owned by Caljet (and all agreements (and all material rights and obligations of any Caljet thereunder) associated with such notices, and none Aircraft) will be distributed to the other JV Member of the Seller, the Company or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such noticeCaljet. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall take all steps with respect to Caljet as may be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver under the HSR Actreasonably requested by Buyer.

Reasonable Best Efforts; Further Assurances. (a) Purchaser Subject to the terms and Seller shall cooperate conditions of this Agreement, Parent and the Company will use their respective reasonable best efforts to to, and will cause their respective Subsidiaries to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to fulfill the conditions precedent to the other party’s obligations and otherwise under applicable law to consummate the transactions contemplated by this Agreement. Seller and Purchaser shall, and Seller shall cause the Selling Affiliate Parent and the Company to, agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable under applicable Law in order to consummate or implement expeditiously the transactions contemplated by this Agreement. . Such actions shall include (bi) Without limiting preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports, and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the generality transactions contemplated by this Agreement and (ii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable laws and rules and regulations and other requirements of any Governmental Entity that would prevent the consummation of the foregoing, Seller transactions contemplated by this Agreement. Parent and Purchaser the Company shall cooperate with one another (i) in determining whether any authorizationsaction by or in respect of, or filing with, any Governmental Entity is required, (ii) in determining whether any actions, consents, approvals or waivers are required to be taken by or obtained from, or notices given to, from parties to any Contracts, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to take or obtain any such actions, consents, approvals or waivers and (iv) and shall keep each other apprised of the status of matters related to obtaining any such actions, consents, approvals or waivers. Without limiting the foregoing, (i) Parent shall control all discussions with (A) any Governmental Entity relating to the filings required under the HSR Act and (B) with the other parties set forth in Section 6.1 of the Parent Disclosure Schedule, in each case relating to the transactions contemplated by this Agreement, (ii) Parent and the Company shall use reasonable best efforts to comply (and cause their affiliates to comply) promptly but in no event later than ten (10) business days after the date hereof with the notification and reporting requirements of the HSR Act, (iii) each of Parent and the Company shall use their respective reasonable best efforts to (and shall cause their affiliates to use their reasonable best efforts to) obtain early termination of the waiting period under the HSR Act and (iv) each of Parent and the Company shall use reasonable best efforts to, as soon as practicable, and in any event within fifteen (15) business days after the date hereof, make such other filings with any foreign Governmental Entity as may be required under any applicable similar foreign law. Each of Parent and the Company shall (and shall cause their affiliates to) substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (an “Antitrust Authority ”) relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including, without limitation, any so called “second request” for additional information or documentary material third-party or any civil investigative demand made or issued by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or any subpoena, interrogatory or deposition. Each of Parent and the Company shall (and shall cause their affiliates to) use its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the initiation of any litigation, suit, action, order or proceeding by an Antitrust Authority or the entry or issuance of any Restraint which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Each of Parent and the Company shall (and shall cause their affiliates to) cooperate in good faith with the Antitrust Authorities and use its reasonable best efforts to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Outside Date) and use its reasonable best efforts to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Restraint that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger. (b) Parent and the Company shall cooperate with each other in connection with the making of all filings referred to in Section 6.1(a), including providing copies of all such documents to the non-Affiliate) Contracts filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company may participate or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Entity in connection with the filings required under the HSR Act in connection with 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 such meeting, telephone call or discussion. The Company and (ii) the Holder Representative agree that Parent shall control all meetings, telephone calls and communications relating to the filings required under the HSR Act with any Governmental Entity with respect to the transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in taking such commercially reasonable actions to obtain any such authorizations, actions, consents, approvals or waivers and to timely give any such noticesgood faith the views of one another, in each caseconnection with, that are material and provide to the operation of the Business. Purchaser shall be responsible for other parties in advance, any expenses associated with obtaining any such authorizationsanalyses, actionsappearances, consentspresentations, approvals memoranda, briefs, arguments, opinions and proposals made or waivers, submitted by or the giving on behalf of any such notices, and none of the Seller, the Company party hereto in connection with proceedings under or the Selling Affiliate will have any Liability for the failure to obtain any such authorization, action, consent, approval or waiver or to give any such notice. For the avoidance of doubt, Purchaser shall be responsible for payment of the filing fee, but each of Purchaser and Seller shall be responsible for any associated costs, including legal costs, relating to filing and obtaining consent, approval or waiver any filings required under the HSR Act. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel.