Common use of Reasonable Efforts and Further Assurances Clause in Contracts

Reasonable Efforts and Further Assurances. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub, the Company and the Shareholders’ Agent agree 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, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including: (i) the satisfaction of the other parties’ conditions to Closing; (ii) within five (5) Business Days after the date of this Agreement, making all necessary filings under the HSR Act and requesting early termination of the waiting period with respect to such filings, and thereafter making any other required submissions under the HSR Act and satisfying any related governmental requests thereunder in each case as promptly as practicable; and (iii) as promptly as practicable, preparing and filing all other necessary forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity. The Company and Parent shall cooperate with 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 filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Legal Requirement in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(b). (b) Subject to the terms hereof, the Company and Parent agree, and shall cause each of their respective Representatives, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for the Merger or the other transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and any other Legal Requirement designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”); provided, however, that nothing in this Agreement shall be deemed or be construed to require Parent to take, or agree to take, any action that would result in any Burdensome Condition, and the Company shall not take, or agree to take, any action that would result in any Burdensome Condition without the prior written consent of Parent. For purposes of this Agreement, a “Burdensome Condition” means making proposals, executing or carrying out agreements (including consent decrees) or submitting to Legal Requirements to divest or hold separate any of Parent’s or the Company’s existing assets or businesses or to discontinue or limit any operations or the conduct of their respective businesses or to procure any such divestment, holding separate, discontinuation or limitation by any of their respective Affiliates, in each case, except as would not impair in any material respect the expected benefits of Parent and its Affiliates from or relating to the transactions contemplated by this Agreement. Parent shall pay all of the filing fees and other costs and expenses payable to any Governmental Entity under any Antitrust Laws relating to the foregoing and to the transactions contemplated hereby, irrespective of whether the transactions contemplated hereby are consummated. Except to the extent prohibited by Legal Requirements, (i) the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, arguments and opinions made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law, (ii) the parties hereto shall give each other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Antitrust Law, (iii) no party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any Antitrust Law without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Parent shall take the lead, subject to the Company’s right to participate and consent to material decisions (such consent not to be unreasonably withheld, conditioned or delayed), in determining strategy for and scheduling and conducting any meeting with any Governmental Entity, coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act or other Antitrust Laws.

Reasonable Efforts and Further Assurances. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of this Agreement, each of Parent and the Company shall (i) obtain (and cooperate with the other Party to obtain) any Consent or Governmental Permit of, or any exemption by, any Governmental Body and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries (if any) in connection with the Transactions, and to comply with the terms and conditions of any such Consent or Governmental Permit, (ii) obtain from any Governmental Bodies any material licenses or novation agreements, if any, required to be obtained or made by Parent, Merger Sub, or the Company, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions and (iii) make all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the consummation of the Transactions required under any other applicable Law; provided that Parent and the Company shall cooperate with each other in connection with the making of all such filings and submissions, including providing copies of all such documents to the non filing party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent and Merger Sub shall furnish to each other all information, including regarding itself and its Affiliates and Representatives, required for any application or other filing to be made pursuant to applicable Law in connection with the transactions contemplated by this Agreement. (b) In the event that the Company and Parent fail to obtain any Governmental Permit, the Shareholders’ Agent agree Company shall take any such actions reasonably requested by Parent to minimize any adverse effect upon the Company and Parent and their respective Subsidiaries and their respective businesses and operations, which could reasonably be expected to result after the Closing from the failure to obtain such Governmental Permit. (c) Subject to the terms and conditions of this Agreement, each of Parent and the Company shall use their commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective the Merger and the other transactions contemplated hereby effective, as promptly soon as practicable, including: (i) the satisfaction of the other parties’ conditions to Closing; (ii) within five (5) Business Days practicable after the date of this Agreement, making all necessary filings under the HSR Act and requesting early termination Transactions, including using commercially reasonable efforts to lift or rescind any injunction or restraining order or other Order adversely affecting the ability of the waiting period with respect to such filings, and thereafter making any other required submissions under the HSR Act and satisfying any related governmental requests thereunder in each case as promptly as practicable; and (iii) as promptly as practicable, preparing and filing all other necessary forms, registrations and notices required to be filed Party to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity. The Company and Parent shall cooperate with 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 filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Legal Requirement in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(b). (b) Subject to the terms hereof, the Company and Parent agreeTransactions, and shall cause each of their respective Representatives, to cooperate and to use their respective commercially reasonable best efforts to obtain defend any government clearances Action seeking to enjoin, prevent or approvals required for delay the Merger or the other transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and any other Legal Requirement designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”); provided, however, that nothing in this Agreement shall be deemed or be construed to require Parent to take, or agree to take, any action that would result in any Burdensome Condition, and the Company shall not take, or agree to take, any action that would result in any Burdensome Condition without the prior written consent of Parent. For purposes of this Agreement, a “Burdensome Condition” means making proposals, executing or carrying out agreements (including consent decrees) or submitting to Legal Requirements to divest or hold separate any of Parent’s or the Company’s existing assets or businesses or to discontinue or limit any operations or the conduct of their respective businesses or to procure any such divestment, holding separate, discontinuation or limitation by any of their respective Affiliates, in each case, except as would not impair in any material respect the expected benefits of Parent and its Affiliates from or relating to the transactions contemplated by this Agreement. Parent shall pay all consummation of the filing fees and other costs and expenses payable to any Governmental Entity under any Antitrust Laws relating to the foregoing and to the transactions contemplated hereby, irrespective of whether the transactions contemplated hereby are consummated. Except to the extent prohibited by Legal Requirements, (i) the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, arguments and opinions made Transactions or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law, (ii) the parties hereto shall give each other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Antitrust Law, (iii) no party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any Antitrust Law without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Parent shall take the lead, subject to the Company’s right to participate and consent to seeking material decisions (such consent not to be unreasonably withheld, conditioned or delayed), in determining strategy for and scheduling and conducting any meeting with any Governmental Entity, coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act or other Antitrust Lawsdamages.

Reasonable Efforts and Further Assurances. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of this Agreement, each of Parent and the Company shall (i) obtain (and cooperate with the other Party to obtain) any Consent or Governmental Permit of, or any exemption by, any Governmental Body and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries (if any) in connection with the Transactions, and to comply with the terms and conditions of any such Consent or Governmental Permit, (ii) obtain from any Governmental Bodies, including the Government, any material licenses or novation agreements, if any, required to be obtained or made by Parent, Merger SubSub or the Company, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iii) make all necessary filings, including the Form S-4 and the Proxy Statement (including any amendments or supplements thereto) and any reports required to be filed under the Exchange Act, and thereafter making any other required submissions, with respect to this Agreement and the consummation of the Transactions required under any applicable Law; provided that Parent and the Company shall cooperate with each other in connection with the making of all such filings and submissions, including providing copies of all such documents to the non filing party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information, including regarding itself and its Affiliates and Representatives, required for any application or other filing to be made pursuant to applicable Law in connection with the transactions contemplated by this Agreement. W02-SD:6AFP1\51393538 -45- Agreement and Plan of Merger 09EY-117690 PAGE (b) In the event that the Company and Parent fail to obtain any Governmental Permit, the Company shall take any such actions reasonably requested by Parent to minimize any adverse effect upon the Company and Parent and their respective Subsidiaries and their respective businesses and operations, which could reasonably be expected to result after the Closing from the failure to obtain such Governmental Permit. (c) Subject to the terms and conditions of this Agreement, each of Parent and the Shareholders’ Agent agree to Company shall use their commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective the Merger and the other transactions contemplated hereby effective, as promptly soon as practicable, including: (i) the satisfaction of the other parties’ conditions to Closing; (ii) within five (5) Business Days practicable after the date of this Agreement, making all necessary filings under the HSR Act and requesting early termination Transactions, including using commercially reasonable efforts to lift or rescind any injunction or restraining order or other Order adversely affecting the ability of the waiting period with respect to such filings, and thereafter making any other required submissions under the HSR Act and satisfying any related governmental requests thereunder in each case as promptly as practicable; and (iii) as promptly as practicable, preparing and filing all other necessary forms, registrations and notices required to be filed Party to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity. The Company and Parent shall cooperate with 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 filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Legal Requirement in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(b). (b) Subject to the terms hereof, the Company and Parent agreeTransactions, and shall cause each of their respective Representatives, to cooperate and to use their respective commercially reasonable best efforts to obtain defend any government clearances Action seeking to enjoin, prevent or approvals required for delay the Merger or the other transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and any other Legal Requirement designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”); provided, however, that nothing in this Agreement shall be deemed or be construed to require Parent to take, or agree to take, any action that would result in any Burdensome Condition, and the Company shall not take, or agree to take, any action that would result in any Burdensome Condition without the prior written consent of Parent. For purposes of this Agreement, a “Burdensome Condition” means making proposals, executing or carrying out agreements (including consent decrees) or submitting to Legal Requirements to divest or hold separate any of Parent’s or the Company’s existing assets or businesses or to discontinue or limit any operations or the conduct of their respective businesses or to procure any such divestment, holding separate, discontinuation or limitation by any of their respective Affiliates, in each case, except as would not impair in any material respect the expected benefits of Parent and its Affiliates from or relating to the transactions contemplated by this Agreement. Parent shall pay all consummation of the filing fees and other costs and expenses payable to any Governmental Entity under any Antitrust Laws relating to the foregoing and to the transactions contemplated hereby, irrespective of whether the transactions contemplated hereby are consummated. Except to the extent prohibited by Legal Requirements, (i) the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, arguments and opinions made Transactions or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law, (ii) the parties hereto shall give each other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Antitrust Law, (iii) no party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any Antitrust Law without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Parent shall take the lead, subject to the Company’s right to participate and consent to seeking material decisions (such consent not to be unreasonably withheld, conditioned or delayed), in determining strategy for and scheduling and conducting any meeting with any Governmental Entity, coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act or other Antitrust Lawsdamages.

Reasonable Efforts and Further Assurances. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub, the Company Purchaser and the Shareholders’ Agent agree to Seller shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be donedone and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable Legal Requirementslaws) to satisfy the conditions to Closing and to consummate and make effective the Merger Closing and the other transactions contemplated hereby Transaction as promptly as practicable, including: , but not limited to, (i) the satisfaction of the other parties’ conditions to Closing; (ii) within five (5) Business Days after the date of this Agreement, making all necessary filings under the HSR Act and requesting early termination of the waiting period with respect to such filings, and thereafter making any other required submissions under the HSR Act and satisfying any related governmental requests thereunder in each case as promptly as practicable; and (iii) as promptly as practicable, preparing preparation and filing of all other necessary forms, registrations and notices required to be filed to consummate the Merger Closing and the Transaction; (ii) the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions Permits or waivers by any third party Consents required to be made or Governmental Entity. The Company and Parent shall cooperate with each other obtained in connection with the making of all such filings, including providing copies of all such documents to Transaction; and (iii) the non-filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations execution of any Legal Requirement in connection with additional documents or instruments which may be necessary or appropriate to carry out the transactions contemplated by provisions of this Agreement. For In addition, no party hereto shall take any action after the avoidance of doubtdate hereof that could reasonably be expected to materially delay the obtaining of, Parent and the Company agree that nothing contained or result in this Section 6.4(a) shall modify not obtaining, any Permit or affect their respective rights and responsibilities under Section 6.4(b)Consent required to be obtained prior to Closing. (b) Subject Prior to the terms hereofClosing, each party shall promptly consult with the Company other party hereto with respect to, provide any necessary information with respect to and Parent agreeprovide the other party (or their respective counsel) with copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transaction. Each party hereto shall promptly inform the other party, and shall cause each of their respective Representativesif applicable, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for the Merger or provide the other transactions contemplated party with copies, of any written or oral communication received by this Agreement under such party, from any Governmental Authority regarding the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and Transaction. If any other Legal Requirement designed to prohibit, restrict party hereto or regulate actions Affiliate thereof receives a request for the purpose additional information or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”); provided, however, that nothing in this Agreement shall be deemed or be construed to require Parent to take, or agree to take, any action that would result in any Burdensome Condition, and the Company shall not take, or agree to take, any action that would result in any Burdensome Condition without the prior written consent of Parent. For purposes of this Agreement, a “Burdensome Condition” means making proposals, executing or carrying out agreements (including consent decrees) or submitting to Legal Requirements to divest or hold separate any of Parent’s or the Company’s existing assets or businesses or to discontinue or limit any operations or the conduct of their respective businesses or to procure documentary material from any such divestment, holding separate, discontinuation or limitation by any of their respective Affiliates, in each case, except as would not impair in any material Governmental Authority with respect the expected benefits of Parent and its Affiliates from or relating to the transactions contemplated by this Agreement. Parent Transaction, then such party shall pay all of the filing fees and other costs and expenses payable to any Governmental Entity under any Antitrust Laws relating to the foregoing and to the transactions contemplated hereby, irrespective of whether the transactions contemplated hereby are consummated. Except to the extent prohibited by Legal Requirements, (i) the parties hereto will consult and cooperate with one another, and consider endeavor in good faith the views of one anotherto make, in connection withor cause to be made, as soon as reasonably practicable and provide to after consultation with the other parties party, an appropriate response in advancecompliance with such request. To the extent that transfers, any analyses, appearances, presentations, memoranda, arguments and opinions made amendments or submitted by or on behalf modifications of any party hereto in connection with proceedings under or relating to any Antitrust Law, (ii) the parties hereto shall give each other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Antitrust Law, (iii) no party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any Antitrust Law without giving the other party prior notice Permits are required as a result of the meeting execution of this Agreement or conversation andconsummation of the Transaction, unless prohibited by Seller shall use commercially reasonable efforts to effect such Governmental Entitytransfers, the opportunity to attend amendments or participate. Parent shall take the lead, subject to the Company’s right to participate and consent to material decisions (such consent not to be unreasonably withheld, conditioned or delayed), in determining strategy for and scheduling and conducting any meeting with any Governmental Entity, coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act or other Antitrust Lawsmodifications.

Reasonable Efforts and Further Assurances. (a) Prior to Following the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub, the Company Purchaser and the Shareholders’ Agent agree to Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be donedone and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable Legal Requirementslaws) to consummate and make effective give effect to the Merger and the other transactions contemplated hereby as promptly as practicableTransaction, including: , but not limited to, (i) the satisfaction of the other parties’ conditions to Closing; (ii) within five (5) Business Days after the date of this Agreement, making all necessary filings under the HSR Act and requesting early termination of the waiting period with respect to such filings, and thereafter making any other required submissions under the HSR Act and satisfying any related governmental requests thereunder in each case as promptly as practicable; and (iii) as promptly as practicable, preparing preparation and filing of all other necessary forms, registrations and notices required to be filed to consummate in connection with the Merger and Transaction; or (ii) the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions Permits or waivers by any third party Consents required to be made or Governmental Entity. The Company and Parent shall cooperate with each other obtained in connection with the making of all such filings, including providing copies of all such documents to Transaction; and (iii) the non-filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations execution of any Legal Requirement in connection with additional documents or instruments which may be necessary or appropriate to carry out the transactions contemplated by provisions of this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(b). (b) Subject Following the Closing, each party shall promptly consult with the other party hereto with respect to, provide any necessary information with respect to and provide the other party (or their respective counsel) with copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transaction. Each party hereto shall promptly inform the other party, and if applicable, provide the other party with copies, of any written or oral communication received by such party, from any Governmental Authority regarding the Transaction. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the terms hereofTransaction, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the Company and Parent agreeother party, and an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement or consummation of the Transaction, Seller shall cause each of their respective Representativesuse all reasonable commercial efforts to effect such transfers, to cooperate and to amendments or modifications. (c) Seller will use their respective all reasonable best commercial efforts to obtain any government clearances an acknowledgment from each supplier holding patterns, dies, tooling or approvals required other property for the Merger benefit of the Division, that such patterns, dies, tooling or the other transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and any other Legal Requirement designed to prohibit, restrict or regulate actions property will be held for the purpose or effect benefit of monopolization or restraint of trade (collectivelyPurchaser, “Antitrust Laws”); providedfollowing the Closing and that Purchaser will be entitled to repossess such patterns, howeverdies, that nothing in this Agreement shall be deemed or be construed to require Parent to take, or agree to take, any action that would result in any Burdensome Condition, and the Company shall not take, or agree to take, any action that would result in any Burdensome Condition without the prior written consent of Parent. For purposes of this Agreement, a “Burdensome Condition” means making proposals, executing or carrying out agreements (including consent decrees) or submitting to Legal Requirements to divest or hold separate any of Parent’s or the Company’s existing assets or businesses or to discontinue or limit any operations or the conduct of their respective businesses or to procure any such divestment, holding separate, discontinuation or limitation by any of their respective Affiliates, in each case, except as would not impair in any material respect the expected benefits of Parent and its Affiliates from or relating to the transactions contemplated by this Agreement. Parent shall pay all of the filing fees and other costs and expenses payable to any Governmental Entity under any Antitrust Laws relating to the foregoing and to the transactions contemplated hereby, irrespective of whether the transactions contemplated hereby are consummated. Except to the extent prohibited by Legal Requirements, (i) the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, arguments and opinions made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law, (ii) the parties hereto shall give each other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Antitrust Law, (iii) no party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any Antitrust Law without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Parent shall take the lead, subject to the Company’s right to participate and consent to material decisions (such consent not to be unreasonably withheld, conditioned or delayed), in determining strategy for and scheduling and conducting any meeting with any Governmental Entity, coordinating any filings, obtaining any necessary approvals, and resolving any investigation tooling or other inquiry of property at any such agency or other Governmental Entity under the HSR Act or other Antitrust Lawstime.