Common use of Regulatory Act Compliance Clause in Contracts

Regulatory Act Compliance. (i) Buyer and the Company shall each file, or cause to be filed, promptly (but in any event within five (5) Business Days) after the date of this Agreement, any notifications or the like required to be filed under the HSR Act and other antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby. Buyer and the Company shall bear the costs and expenses of their respective filings, but Buyer shall pay all filing fees in connection therewith and Company shall reimburse Buyer for fifty percent (50%) of such filing fees prior to Closing. Each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, notifications, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the notification requirements or proceedings under or relating to the HSR Act. Each of Buyer, the Owners, and the Sellers shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer, the Owners, and the Sellers shall use its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and (ii) determine and direct, in consultation with the Company, the strategy and process by which the Parties will seek required approvals under the HSR Act and the Antitrust Laws, and by which the Parties respond to and resolve any objections or investigations by any Governmental Entity pursuant to the HSR Act or the Antitrust Laws. In furtherance (but not limitation) of the foregoing, the Owners and the Sellers shall not, without the prior written consent of Buyer, enter into any agreement with any Governmental Agency relating to such Governmental Agency’s review or investigation of this Agreement under the HSR Act or the Antitrust Laws. (ii) Between the date of this Agreement and the Closing Date, Buyer will use commercially reasonable efforts to complete and file or submit, or cause to be completed and filed or submitted, notices and filings with Governmental Entities with respect to the Licenses and Permits and accreditations as it deems appropriate. The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in promptly seeking to complete and file or submit such notices and filings, as requested in writing by Buyer, including any notice of termination or withdrawal of Sellers’ Licenses and Permits. Without limiting the generality of the foregoing, the Company understands that any notices or filings will require certain information regarding the Company and its Subsidiaries; as such, between the date of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to provide Buyer with any reasonably requested assistance related to any regulatory filings that require information regarding the Company or any of its Subsidiaries, including without limitation, the assistance described on Schedule 3H. All filing fees paid to any Governmental Entity with respect to any applications submitted between the date of this Agreement and the Closing Date shall be paid 50% by the Sellers, on the one hand, and 50% by Buyer, on the other hand.

Regulatory Act Compliance. (i) Buyer and the Company Company, as applicable, shall each file, file or cause to be filed, promptly (but in any event in the case of the initial notification required under the HSR Act within five (5) Business Days) after the date of this Agreement, any notifications or the like required to be filed by Buyer or the Company, as applicable, under the HSR Act and all other antitrust or competition laws of any applicable jurisdiction Antitrust Laws with respect to the purchase and sale of the Purchased Units and any of the other transactions contemplated herebyby this Agreement. With respect to filings under the HSR Act, Buyer and the Company shall seek early termination of the waiting period under the HSR Act. Buyer and the Company shall bear use their best efforts to respond promptly to any requests for additional information made by any Antitrust Authorities and shall take all actions necessary (and not omit or fail to take any action necessary) to cause the costs waiting periods or other requirements under the HSR Act and expenses all other applicable Antitrust Laws to terminate or expire at the earliest possible date and in no event any later than necessary to ensure that the Closing will occur no later than the Termination Date (assuming all other conditions to Buyer’s obligation to close have been satisfied or will be satisfied at the Closing), including resisting in good faith, at each of their respective filingscost and expense (including the institution or defense of legal proceedings), but Buyer shall pay all filing fees in connection therewith and Company shall reimburse Buyer for fifty percent (50%) of such filing fees prior to Closing. Each of any assertion that the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, notifications, opinions and proposals made or submitted by or on behalf transactions contemplated hereby constitute a violation of any party hereto in connection with the notification requirements Antitrust Laws. Buyer agrees to take all actions that are necessary or proceedings under advisable or relating to the HSR Act. Each of Buyer, the Owners, and the Sellers shall use its reasonable best efforts to resolve such objections, if any, as may be asserted required by any Governmental Entity to expeditiously (and in no event later than the Termination Date) consummate the transactions contemplated by this Agreement, including (A) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of (1) any entities, assets or facilities of any Company Entity after the Closing or (2) any entity, facility or asset of Buyer or its Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with respect a third party) and entering into such new licenses or other agreements. Each of Buyer and the Company shall furnish to the other party such necessary information, documents and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any applicable Antitrust Law, and shall consult with the other, to the extent practicable, prior to any substantive meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other Antitrust Authority or Governmental Entity. Buyer, Seller, and the Company shall have the right, to the extent permitted by the Antitrust Authority or Governmental Entity, to have a representative present at any such meeting, except, in the case of such right of the Company, for meetings (or portions thereof) the purpose of which is to discuss matters exclusively related to Buyer and its Affiliates. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, Buyer and its Affiliates shall not engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would materially impair or delay Buyer’s ability to consummate the transactions contemplated by this Agreement under the HSR Act or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer, the Owners, and the Sellers shall use perform its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and (ii) determine and direct, in consultation with the Company, the strategy and process by which the Parties will seek required approvals under the HSR Act and the Antitrust Laws, and by which the Parties respond to and resolve any objections or investigations by any Governmental Entity pursuant to the HSR Act or the Antitrust Laws. In furtherance (but not limitation) of the foregoing, the Owners and the Sellers shall not, without the prior written consent of Buyer, enter into any agreement with any Governmental Agency relating to such Governmental Agency’s review or investigation of this Agreement under the HSR Act or the Antitrust Laws. (ii) Between the date of this Agreement and the Closing Date, Buyer will use commercially reasonable efforts to complete and file or submit, or cause to be completed and filed or submitted, notices and filings with Governmental Entities with respect to the Licenses and Permits and accreditations as it deems appropriate. The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in promptly seeking to complete and file or submit such notices and filings, as requested in writing by Buyer, including any notice of termination or withdrawal of Sellers’ Licenses and Permitshereunder. Without limiting the generality of the foregoing, the Company understands that none of Buyer, its Subsidiaries or their respective Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any notices or filings will require certain information regarding the Company and its Subsidiaries; as such, between the date amounts of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to provide Buyer with any reasonably requested assistance related to any regulatory filings that require information regarding the Company assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (x) increase the risk of its Subsidiariesnot obtaining any authorizations, including without limitationconsents, the assistance described on Schedule 3H. All filing fees paid to orders, declarations or approvals of any Governmental Entity with respect necessary to any applications submitted between consummate the date of transactions contemplated by this Agreement and or the Closing Date shall be paid 50% expiration or termination of any waiting period under the HSR Act or other applicable Antitrust law, or (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or increase the Sellers, risk of not being able to remove any such order on the one hand, and 50% by Buyer, on the other handappeal or otherwise.

Regulatory Act Compliance. (i) Buyer and the Company The parties shall each file, file or cause to be filed, promptly (but in any event within five (5) Business Daysin the case of the initial notification required under the HSR Act on or prior to January 25, 2019, or on or before such later date as Buyer and the Company may mutually agree in writing) after the date of this Agreement, any notifications or the like required to be filed by Buyer or the Company, as applicable, under the HSR Act and all other antitrust or competition laws of any applicable jurisdiction Antitrust Laws with respect to the purchase and sale of the Purchased Securities and any of the other transactions contemplated herebyby this Agreement (and shall specifically request early termination of the waiting period thereunder). Each of Buyer and the Company (as a Company Expense) shall pay 50% of any filing fees with respect to such filings. The parties shall use their reasonable best efforts to respond to any requests for additional information made by any Antitrust Authorities and to take all actions necessary (and not omit or fail to take any action necessary) to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire at the earliest possible date and in no event any later than necessary to ensure that the Closing will occur no later than the Termination Date (assuming all other conditions to Buyer’s obligation to close have been satisfied or will be satisfied at the Closing), including resisting in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of any Antitrust Laws. Buyer agrees to take all actions that are necessary or advisable or as may be required by any Governmental Entity pursuant to any Antirust Law to expeditiously (and in no event later than the Termination Date) consummate the transactions contemplated by this Agreement, including (A) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of (1) any entities, assets or facilities of any Company Entity after the Closing or (2) any entity, facility or asset of Buyer or its Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party), and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. Each of Buyer and the Company shall bear furnish to the costs other party such necessary information, documents and expenses of their respective filings, but Buyer shall pay all filing fees in connection therewith and Company shall reimburse Buyer for fifty percent (50%) of such filing fees prior to Closing. Each of reasonable assistance as the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, other party may request in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, notifications, opinions and proposals made or submitted by or on behalf its preparation of any party hereto in connection filing or submission which is necessary under the HSR Act or any Antitrust Laws, and shall consult with the notification requirements other prior to any meetings, by telephone or proceedings under or relating to in person, with the HSR Act. Each staff of Buyerthe Federal Trade Commission, the OwnersUnited States Department of Justice or any other Governmental Entity, and Buyer and the Sellers Company shall use have the right to have a representative present at any such meeting, except, in the case of such right of the Company, for meetings (or portions thereof) the purpose of which is to discuss matters exclusively related to Buyer and its reasonable best efforts Affiliates. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, Buyer and its Affiliates shall not engage in any material action or enter into any material transaction or permit any material action to resolve such objectionsbe taken or material transaction to be entered into, if any, as may be asserted by any Governmental Entity with respect that would materially impair or delay Buyer's ability to consummate the transactions contemplated by this Agreement under the HSR Act or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer, the Owners, and the Sellers shall use perform its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and (ii) determine and direct, in consultation with the Company, the strategy and process by which the Parties will seek required approvals under the HSR Act and the Antitrust Laws, and by which the Parties respond to and resolve any objections or investigations by any Governmental Entity pursuant to the HSR Act or the Antitrust Laws. In furtherance (but not limitation) of the foregoing, the Owners and the Sellers shall not, without the prior written consent of Buyer, enter into any agreement with any Governmental Agency relating to such Governmental Agency’s review or investigation of this Agreement under the HSR Act or the Antitrust Laws. (ii) Between the date of this Agreement and the Closing Date, Buyer will use commercially reasonable efforts to complete and file or submit, or cause to be completed and filed or submitted, notices and filings with Governmental Entities with respect to the Licenses and Permits and accreditations as it deems appropriate. The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in promptly seeking to complete and file or submit such notices and filings, as requested in writing by Buyer, including any notice of termination or withdrawal of Sellers’ Licenses and Permitshereunder. Without limiting the generality of the foregoing, the Company understands that none of Buyer, its Subsidiaries or their respective Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any notices or filings will require certain information regarding the Company and its Subsidiaries; as such, between the date material amounts of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to provide Buyer with any reasonably requested assistance related to any regulatory filings that require information regarding the Company assets of or any material equity interest in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (x) materially increase the risk of its Subsidiariesnot obtaining any authorizations, including without limitationconsents, the assistance described on Schedule 3H. All filing fees paid to orders, declarations or approvals of any Governmental Entity with respect necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under the HSR Act, or (ii) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement pursuant to any applications submitted between applicable Antitrust Laws, or increase the date risk of this Agreement and the Closing Date shall be paid 50% by the Sellers, not being able to remove any such order on the one hand, and 50% by Buyer, on the other handappeal or otherwise.

Regulatory Act Compliance. (i) Buyer and the Company shall each file, use commercially reasonable efforts to file or cause to be filed, promptly (but in any event within five (5) Business Days) after the date of this Agreement, any notifications or the like required to be filed under the HSR Act and other antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby. Buyer and the Company shall bear the costs and expenses of their respective filings, but Buyer shall pay all filing fees under the HSR Act in connection therewith therewith. Buyer and the Company shall reimburse Buyer respond as promptly as practicable to any requests for fifty percent information, including a “Second Request”, made by any agencies and use their commercially reasonable efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable antitrust or competition laws to terminate or expire at the earliest possible date (50%) including with respect to filings under the HSR Act, seeking early termination of such filing fees prior to Closingthe waiting period under the HSR Act). Each of Buyer and the parties hereto Company shall (A) unless otherwise prohibited by applicable Legal Requirement, promptly notify each other of any communication to that party from the Federal Trade Commission (“FTC”), the United States Department of Justice (“DOJ”) or any other regulatory agency with respect to the transactions contemplated hereby, and permit the other party to review in advance any proposed written communication to the FTC, the DOJ or any other regulatory agency; (B) unless otherwise prohibited by applicable Legal Requirement, furnish the other party with copies of all correspondence, filings and other communications (and memoranda setting forth the substance thereof) between it, its Affiliates and their respective representatives, on the one hand, and the FTC, the DOJ or any other regulatory agency, or members of their respective staffs, on the other hand, with respect to the transactions contemplated hereby (excluding documents and communications which are subject to pre-existing confidentiality agreements or to attorney-client or other applicable privilege); (C) give the other party prompt notice of the threat or commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Agreement or any of the other transactions contemplated hereby, (D) keep the other party informed as to the status of any such Legal Proceeding and (E) not agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry with respect to this Agreement and the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, in each case to the extent practicable. The Company and Buyer will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, notifications, opinions and proposals opinion or proposal made or submitted by or on behalf of any party hereto in connection with the notification requirements or proceedings any Legal Proceeding under or relating to any federal or state antitrust or fair trade law. The Company and Buyer will also furnish the HSR Act. Each other party with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of Buyernecessary filings, the Ownersregistrations, and the Sellers shall use its reasonable best efforts or submissions of information to resolve such objections, if any, as may be asserted by any Governmental Entity Entities in connection with respect to this Agreement and the transactions contemplated by this Agreement hereby, including without limitation any filings necessary or appropriate under the provisions of the HSR Act or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer, the Owners, and the Sellers shall use its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and (ii) determine and direct, in consultation with the Company, the strategy and process by which the Parties will seek required approvals under the HSR Act and the Antitrust Laws, and by which the Parties respond to and resolve any objections or investigations by any Governmental Entity pursuant to the HSR Act or the Antitrust Laws. In furtherance (but not limitation) of the foregoing, the Owners and the Sellers shall not, without the prior written consent of Buyer, enter into any agreement with any Governmental Agency relating to such Governmental Agency’s review or investigation of this Agreement under the HSR Act or the Antitrust Laws. (ii) Between the date of this Agreement and the Closing Date, Buyer will use commercially reasonable efforts to complete and file or submit, or cause to be completed and filed or submitted, notices and filings with Governmental Entities with respect to the Licenses and Permits and accreditations as it deems appropriate. The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in promptly seeking to complete and file or submit such notices and filings, as if requested in writing by Buyer, including any notice of termination or withdrawal of Sellers’ Licenses and Permits. Without limiting the generality of the foregoing, the Company understands that any notices or filings will require certain information regarding the Company and its Subsidiaries; as such, between the date of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to provide Buyer with any reasonably requested assistance related to any regulatory filings that require information regarding the Company or any of its Subsidiaries, including without limitation, the assistance described on Schedule 3H. All filing fees paid to any Governmental Entity with respect to any applications submitted between the date of this Agreement and the Closing Date shall be paid 50% by the Sellers, on the one hand, and 50% by Buyer, on the other handdisclosing party).

Regulatory Act Compliance. (i) Buyer and the Company shall each file, file or cause to be filed, promptly (but in any event within five (5) Business Days) after the date of this Agreement, any notifications or the like required to be filed under the HSR Act and other antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby. Buyer and the Company shall bear the costs and expenses of their respective filings, but Buyer filings and shall pay bear all filing fees in connection therewith equally. Buyer and the Company shall reimburse Buyer for fifty percent (50%) of such filing fees prior to Closing. Each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, notifications, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the notification requirements or proceedings under or relating to the HSR Act. Each of Buyer, the Owners, and the Sellers shall use its their respective reasonable best efforts to resolve such objections, if any, as may be asserted respond to any requests for additional information made by any Governmental Entity agencies and to cause the waiting periods or other requirements under the HSR Act and all other applicable antitrust or competition laws to terminate or expire at the earliest possible date (including with respect to filings under the HSR Act, seeking early termination of the waiting period under the HSR Act) and, subject to the Representative’s rights under Section 8A, to resist in good faith (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust or competition laws of any applicable jurisdiction, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer and the Company shall (A) unless otherwise prohibited by applicable law, promptly notify each other of any communication to that party from the Federal Trade Commission (“FTC”), the United States Department of Justice (“DOJ”) or any other regulatory agency with respect to the transactions contemplated by this Agreement under hereby, and permit the HSR Act other party to review in advance any proposed written communication to the FTC, the DOJ or any other regulatory agency; (B) unless otherwise prohibited by applicable law, rule or regulation having furnish the purpose or effect other party with copies of monopolization or restraint of trade all correspondence, filings and other communications (collectivelyand memoranda setting forth the substance thereof) between it, “Antitrust Laws”). Each of Buyer, the Owners, its Affiliates and the Sellers shall use its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and (ii) determine and direct, in consultation with the Company, the strategy and process by which the Parties will seek required approvals under the HSR Act and the Antitrust Laws, and by which the Parties respond to and resolve any objections or investigations by any Governmental Entity pursuant to the HSR Act or the Antitrust Laws. In furtherance (but not limitation) of the foregoing, the Owners and the Sellers shall not, without the prior written consent of Buyer, enter into any agreement with any Governmental Agency relating to such Governmental Agency’s review or investigation of this Agreement under the HSR Act or the Antitrust Laws. (ii) Between the date of this Agreement and the Closing Date, Buyer will use commercially reasonable efforts to complete and file or submit, or cause to be completed and filed or submitted, notices and filings with Governmental Entities with respect to the Licenses and Permits and accreditations as it deems appropriate. The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in promptly seeking to complete and file or submit such notices and filings, as requested in writing by Buyer, including any notice of termination or withdrawal of Sellers’ Licenses and Permits. Without limiting the generality of the foregoing, the Company understands that any notices or filings will require certain information regarding the Company and its Subsidiaries; as such, between the date of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to provide Buyer with any reasonably requested assistance related to any regulatory filings that require information regarding the Company or any of its Subsidiaries, including without limitation, the assistance described on Schedule 3H. All filing fees paid to any Governmental Entity with respect to any applications submitted between the date of this Agreement and the Closing Date shall be paid 50% by the Sellerstheir respective representatives, on the one hand, and 50% by Buyerthe FTC, the DOJ or any other regulatory agency, or members of their respective staffs, on the other hand, with respect to the transactions contemplated hereby (excluding documents and communications which are subject to pre-existing confidentiality agreements or to attorney-client privilege), although Buyer may redact therefrom all competitively sensitive information to the extent permitted to do so by law; and (C) consult with the other prior to any meetings, by telephone or in person, with the staff of the FTC, the DOJ or any other regulatory agency, and each of Buyer and the Company shall have the right to have a representative present at any such meeting if such agency does not object.

Regulatory Act Compliance. (i) Buyer and the Company Seller shall, and Buyer and Seller shall cause its Affiliates to, each file, file or cause to be filed, promptly (but in any event in the case of the initial notification required under the HSR Act within five two (52) Business Days) after the date of this Agreement, any notifications or the like required to be filed by Buyer, Seller’s or Buyer’s Affiliates, as applicable, under the HSR Act and all other antitrust or competition laws of any applicable jurisdiction Antitrust Laws with respect to the purchase and sale of the Company Shares and any of the other transactions contemplated herebyby this Agreement. With respect to filings under the HSR Act, Buyer and the Company Seller shall, and shall bear the costs and expenses of cause their respective filingsAffiliates to, but Buyer shall pay all filing fees in connection therewith and Company shall reimburse Buyer for fifty percent (50%) of such filing fees prior to Closing. Each not request early termination of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, notifications, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the notification requirements or proceedings waiting period under or relating to the HSR Act. Each of Buyer, the OwnersBuyer and Seller shall, and the Sellers shall cause their Affiliates to, respond as promptly as practicable to any requests for additional information made by any Governmental Entity pursuant to any Antitrust Law. Buyer and Seller shall, and shall cause their Affiliates to, use its reasonable best efforts to resolve take all actions necessary or advisable to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire as promptly as reasonably practicable, including resisting in good faith, at each of their respective cost and expense any assertion that the transactions contemplated hereby constitute a violation of any Antitrust Law; provided, however, that, notwithstanding anything herein to the contrary, (x) Buyer shall not have any obligation to divest or agree to divest (or cause any of its Affiliates to divest or agree to divest) any of its respective businesses, product lines, properties or assets or to take or agree to take (or cause any of its Affiliates to take or agree to take) any other action or to agree (or cause any of its Affiliates to agree) to any limitation or restriction on any of its respective businesses, product lines, properties or assets (each such objectionsforegoing action in this clause (x), if anya “Remedy”), as may (y) Buyer shall not have any obligation to cause any Company Entity to agree to a Remedy that would, individually or in the aggregate with any other Remedy, reasonably be asserted by expected to materially impact the businesses of the Company Entities or materially impact the value (including any Governmental Entity with respect to reasonably anticipated economic benefit) of the transactions contemplated by this Agreement under the HSR Act or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer, the Owners, and the Sellers shall use its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and (iiz) determine and direct, in consultation with the Company, the strategy and process by which the Parties will seek required approvals under the HSR Act and the Antitrust Laws, and by which the Parties respond to and resolve any objections or investigations by any Governmental Entity pursuant to the HSR Act or the Antitrust Laws. In furtherance (but not limitation) of the foregoing, the Owners and the Sellers shall not, without the prior written consent of Buyer, enter into Seller shall not, and shall cause the Company Entities not to, agree to any agreement of the foregoing, provided that any such Remedy, at Seller’s discretion, shall be conditioned upon the Closing. For the avoidance of doubt, in no event shall Seller or any of its Affiliates be required to propose or agree to any Remedy involving the assets of any entity other than the Company Entities. Buyer and Seller shall, and shall cause their Affiliates to, use their reasonable best efforts to cooperate with one another in the preparation and submission of any Governmental Agency relating such filing, including by promptly furnishing to the other party such Governmental Agency’s review necessary information, documents and reasonable assistance as the other party may request in connection with its preparation of any filing or investigation of this Agreement submission which is necessary under the HSR Act or any applicable Antitrust Law, and shall consult with the Antitrust Laws. (ii) Between other party prior to any substantive meetings, by telephone or in person, with the date staff of this Agreement and the Closing DateFederal Trade Commission, the United States Department of Justice or any other Governmental Entity, and, unless prohibited by such Governmental Entity, Buyer will use commercially reasonable efforts and Seller shall have the right to complete and file or submit, or cause to be completed and filed or submitted, notices and filings with Governmental Entities with respect to the Licenses and Permits and accreditations as it deems appropriate. The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in promptly seeking to complete and file or submit have a representative present at any such notices and filings, as requested in writing by Buyer, including any notice of termination or withdrawal of Sellers’ Licenses and Permitsmeeting. Without limiting the generality of the foregoing, the Company understands that none of Buyer, Buyer’s parent or its Subsidiaries shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any notices or filings will require certain information regarding the Company and its Subsidiaries; as such, between the date amounts of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to provide Buyer with any reasonably requested assistance related to any regulatory filings that require information regarding the Company assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (x) materially delay or increase the risk of its Subsidiariesnot obtaining any authorizations, including without limitationconsents, the assistance described on Schedule 3H. All filing fees paid to orders, declarations or approvals of any Governmental Entity with respect necessary to any applications submitted between consummate the date of transactions contemplated by this Agreement or the expiration or termination of any waiting period under the HSR Act or other applicable Antitrust law, or (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or increase the risk of not being able to remove any such order on appeal or otherwise, it being understood and agreed that, the Closing Date for the avoidance of doubt, the foregoing shall be paid 50% by not restrict the Sellers, on ability of Buyer’s parent and its Subsidiaries to enter into commercial transactions and agreements in the one hand, and 50% by Buyer, on the other handordinary course of business.