Common use of Regulatory and Other Authorizations; Consents Clause in Contracts

Regulatory and Other Authorizations; Consents. (a) Each party shall use its reasonable best efforts (including by making divestitures, granting licenses and taking other actions required by applicable regulatory bodies or officials) to obtain all authorizations, consents, orders and approvals of all Governmental Authorities, including any required consultation with works counsels or workers' representatives, that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties will not take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in Article VIII. (b) Each of the Purchaser and the Seller agrees to make all filings or applications required under all applicable Laws with respect to the transactions contemplated hereby as soon as practicable after the date hereof (and in any event, in the case of filings and applications with respect to antitrust and competition matters, within five (5) Business Days after the date hereof) and to supply promptly any additional information and documentary material that may be requested pursuant to any such Laws, except in each case as the parties may otherwise agree. Each of the Purchaser and the Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any such filing or application. (c) Each party agrees to use its reasonable best efforts to obtain and to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

Regulatory and Other Authorizations; Consents. (a) Each party The Buyer and Seller shall each use its respective commercially reasonable best efforts to (including by making divestitures, granting licenses and taking other actions required by applicable regulatory bodies or officialsi) to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities, including any required consultation with works counsels or workers' representatives, Authorities that may be be, or become become, necessary for its execution and delivery of, and the performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement Agreement, (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the Ancillary Agreements and entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. The Seller will cooperate fully with the other party reasonable requests of the Buyer in seeking promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties will not Neither the Seller nor the Buyer shall take any action that they should be reasonably aware would have the effect of materially delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in Article VIIIapprovals. (b) Each party to this Agreement shall promptly notify the other parties of the Purchaser and the Seller agrees to make all filings any oral or applications required under all applicable Laws with respect written communication it receives from any Governmental Authority relating to the transactions contemplated hereby as soon as practicable after that are the date hereof (subject matter of this Agreement, permit the other parties to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other parties with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any eventmeeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the case of filings extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and applications participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with respect to antitrust and competition matters, within five (5) Business Days after the date hereof) and to supply promptly any additional each other in exchanging such information and documentary material that may be requested pursuant to any providing such Laws, except in each case as the parties may otherwise agree. Each of the Purchaser and the Seller shall furnish to the other such necessary information and reasonable assistance as the other parties may reasonably request in connection with its preparation of any such filing or applicationthe foregoing. (c) Each party to this Agreement agrees to use its reasonable best efforts to obtain and to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Regulatory and Other Authorizations; Consents. (a) Each party During the Pre-Closing Period, the Company shall use its commercially reasonable efforts to obtain the consent or approval (or waiver thereof) of, or provide notice to, any Person (excluding a Governmental Body) with respect to the Merger and the other Contemplated Transactions and listed on Schedule 8.5(a); provided, however, that the Company shall not have any obligation to offer or pay any consideration in order to obtain any such consents or approvals. During the Pre-Closing Period, Parent and Merger Sub shall use commercially reasonable efforts to cooperate with the Company in attempting to obtain the consents, approvals and waivers contemplated by Schedule 8.5(a), including providing to such Person(s) such financial statements and other financial information as such third parties may reasonably request; provided, however, that such efforts shall not require that Parent or Merger Sub offer or pay any consideration or other financial accommodation in order to obtain any such consents, approvals or waivers. (b) The parties hereto shall use reasonable best efforts efforts, and shall cooperate with each other, in attempting to obtain any consents and approvals (including by making divestituresor waivers thereof) of, granting licenses or file any notices, reports and taking other actions required documents with, any Governmental Body with respect to the Merger and the other Contemplated Transactions and listed on Schedule 8.5(b). Parent and the Company shall advise each other as to material developments with respect to the status of receipt of such consents, approvals and waivers and such filings. The Company and Parent shall, as necessary and AmericasActive:12666190.14 advisable, respond as promptly as practicable to: (i) any inquiries or requests received from any Governmental Body for additional information or documentation; and (ii) any inquiries or requests received from any Governmental Body in connection with the Merger or the other Contemplated Transactions. Except where prohibited by applicable regulatory bodies law or officials) to obtain all authorizations, consents, orders and approvals of all any Governmental Authorities, including any required consultation with works counsels or workers' representatives, that may be or become necessary for its execution and delivery ofBody, and subject to the performance confidentiality provisions of its obligations pursuant tothe Confidentiality Agreement, each party shall: (i) consult with the other party prior to taking a position with respect to any such filing; (ii) permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of any party hereto in connection with any legal proceeding related to this Agreement and or the Ancillary Agreements and will cooperate fully Contemplated Transactions; (iii) coordinate with the other party in preparing and exchanging such information; and (iv) promptly seeking provide the other party (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to obtain all such authorizationsany Governmental Body related to this Agreement or the Contemplated Transactions. Subject to the confidentiality provisions of the Confidentiality Agreement, consents, orders Parent and approvalsthe Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 8.5(b). The parties hereto will not take any action that would will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Body or the satisfaction other third party in respect of any condition in Article VIII. (b) Each approvals, consents or notices contemplated hereby. Without limitation of the Purchaser foregoing, each of the Company and the Seller Parent agrees to make all filings or applications required an appropriate filing of a Pre-Merger Notification and Report Form under all applicable Laws the HSR Act with respect to the transactions contemplated hereby as soon as practicable after the date hereof (and in any event, in the case of filings and applications with respect to antitrust and competition matters, by this Agreement within five (5) Business Days after the date hereof) , request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Parent and the Company shall each pay fifty percent (50%) of all filing and related fees in connection with any such Laws, except in each case as filings that must be made by any of the parties may otherwise agreeunder the HSR Act or any similar laws or regulations of any other jurisdiction. Each of the Purchaser Parent and the Seller shall furnish to the other such necessary information Company hereby covenants and reasonable assistance as the other may request in connection with its preparation of any such filing or application. (c) Each party agrees to use its reasonable best efforts to obtain secure termination of any waiting periods under the HSR Act or any other applicable law and to cooperate in obtaining obtain the approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice and/or any other consents and approvals that may be required in connection with Governmental Body, as applicable, for the transactions contemplated by this Agreement Merger and the Ancillary Agreements.Contemplated Transactions; provided, however, that neither Parent nor Merger Sub shall have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Affiliates or the Company to divest or agree to divest) any of its businesses, product lines or assets, or to take or agree to take (or cause any of its Affiliates or the Company to take or agree to take) any other action or to agree (or cause any of its Affiliates or the Company to agree) to any limitation or restriction on any of its businesses, product lines or assets; or (ii) to commence or contest any legal proceeding relating to the Merger or any of the other Contemplated Transactions. Without limiting the foregoing, Parent shall not, and Parent shall not permit any of its Affiliates to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to materially increase the risk of not obtaining expeditiously any applicable clearance, consent, approval or waiver under the HSR Act with respect to the Merger or the Contemplated Transactions. AmericasActive:12666190.14

Regulatory and Other Authorizations; Consents. The Company, DLJ (awith respect to the transfer of the Chilean JV Interests) and MCC shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party hereto shall use its reasonable best efforts (including by making divestitures, granting licenses and taking other actions required by applicable regulatory bodies or officials) to obtain all authorizations, consentsconsents (including any consents required under the terms of any Material Contract), orders and approvals of of, and to give all notices to and make all filings with, all Governmental Authorities, including any required consultation with works counsels or workers' representatives, Authorities and other third parties that may be or become necessary for or as a result of its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, and the Ancillary Agreements and each party will cooperate fully with the other party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. The parties will not In furtherance of the foregoing, each party agrees to take any and all commercially reasonable action (at its sole cost and expense) to avoid or eliminate each and every impediment that would have the effect of delaying, impairing or impeding the receipt of may be asserted by any required approvals or the satisfaction of any condition in Article VIII. (b) Each of the Purchaser and the Seller agrees to make all filings or applications required under all applicable Laws Governmental Authority with respect to the transactions contemplated hereby by this Agreement so as to enable the Closing to occur as soon as practicable after reasonably possible, including (A) the date hereof (and in any event, in the case prompt use of filings and applications with respect to antitrust and competition matters, within five (5) Business Days after the date hereof) and to supply promptly any additional information and documentary material that may be requested pursuant to any such Laws, except in each case as the parties may otherwise agree. Each of the Purchaser and the Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any such filing or application. (c) Each party agrees to use its reasonable best efforts to obtain and avoid the entry of, or to cooperate effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the defense through litigation on the merits of any claim asserted in obtaining any court, agency or other consents and approvals proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, in each case, if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance of any order, decree, decision, determination or judgment that may be required in connection with would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority and (B) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the Ancillary Agreementsposting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Notwithstanding the foregoing or anything set forth in this Agreement, no party’s obligations hereunder shall be deemed to require such party to divest any assets or properties held by such party or to hold any assets or properties separately as a condition of obtaining the consent of any Antitrust Authority to the transactions contemplated hereby.

Regulatory and Other Authorizations; Consents. (a) Each party The Acquiror and DSSC shall (and shall cause their applicable Affiliates to) (i) promptly, but, in the case of the filings and notifications set forth in Schedule 6.5(a), in no event later than ten (10) Business Days following the date hereof, make all filings and notifications with, and use its their commercially reasonable best efforts (including by making divestituresto, granting licenses and taking other actions required by applicable regulatory bodies or officials) to obtain all authorizations, consents, orders and approvals of of, all Governmental Authorities, including any required consultation with works counsels or workers' representatives, Authorities that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement and the Ancillary Agreements and will consummation of the transactions contemplated by, the Transaction Agreements, (ii) cooperate fully with the reasonable requests of each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) take all actions as may be reasonably requested by any such Governmental Authorities to obtain such authorizations, consents, orders and approvals; provided, however, that nothing in this Section 6.5(a) shall obligate the Acquiror or any of its Affiliates to take or refrain from taking, or agree to take or refrain from taking, any action or suffer to exist any condition, limitation, restriction or requirement that, individually or in the aggregate, would result in, or would reasonably be expected to result in, a Burdensome Condition. The parties will not A “Burdensome Condition” shall mean any requirement to sell, divest, operate in a specified manner, hold separate or discontinue or limit, any material assets, businesses or operations of the Companies, taken as a whole, or the Acquiror, in each case, that would result in, or would reasonably be expected to result in, a material negative effect on the assets or businesses of the Companies, taken as a whole, or the Acquiror. No party shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in Article VIIIapprovals. (b) Each of the Purchaser and the Seller agrees to make all filings or applications required under all applicable Laws with respect to the transactions contemplated hereby as soon as practicable after the date hereof (and in any event, in the case of filings and applications with respect to antitrust and competition matters, within five (5) Business Days after the date hereof) and to supply promptly any additional information and documentary material that may be requested pursuant to any such Laws, except in each case as the parties may otherwise agree. Each of the Purchaser and the Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any such filing or application. (c) Each party agrees to use its reasonable best efforts to obtain and to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

Regulatory and Other Authorizations; Consents. (a) Each party Subject to Section 6.05(c), each of BHGE LLC and the Buyer shall, and shall cause its controlled Affiliates to, use its and their respective commercially reasonable best efforts to (including by making divestitures, granting licenses and taking other actions required by applicable regulatory bodies or officialsi) to promptly obtain all authorizations, consents, orders orders, approvals and approvals clearances of all Governmental Authorities, including any required consultation with works counsels or workers' representatives, Authorities that may be be, or become (including as a result of any change in the direct or indirect ownership structure of BHGE LLC), necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and consummation of the Ancillary Agreements and will cooperate fully with transactions contemplated by, the other party in promptly seeking Transaction Agreements, (ii) take all such actions as may be requested by any such Governmental Authority to obtain all such authorizations, consents, orders orders, approvals and approvals. The parties will not take clearances and (iii) avoid the entry of, or to effect the dissolution of, any action decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying, impairing preventing or impeding materially delaying the receipt consummation of any required approvals or the satisfaction of any condition in Article VIIITransaction. (b) Each Party shall, to the extent practicable, promptly notify the other Party of any material oral or written communication it receives from any Governmental Authority relating to the Purchaser matters that are the subject of this Agreement, permit the other Party to review in advance any written communication proposed to be made by such Party to any Governmental Authority and provide the Seller agrees to make other Party with copies of all material written correspondence, filings or applications required under all applicable Laws other communications between such Party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to Section 6.02. No Party shall participate in any material meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the transactions contemplated hereby as soon as extent practicable, it consults with the other Party in advance and, to the extent practicable after and permitted by such Governmental Authority, gives the date hereof (other Party the opportunity to attend and participate in any eventsuch meeting. Subject to Sections 6.02 and 6.05(c), the Parties will coordinate and cooperate fully with each other in the case of filings and applications with respect to antitrust and competition matters, within five (5) Business Days after the date hereof) and to supply promptly any additional exchanging such information and documentary material that may be requested pursuant to any providing such Laws, except in each case as the parties may otherwise agree. Each of the Purchaser and the Seller shall furnish to the other such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation the foregoing and in seeking early approval or termination of any such filing or applicationapplicable waiting periods under any Competition Law. Nothing in this Section 6.05(b) shall apply to Tax matters. (c) Each party agrees Notwithstanding anything herein to use its reasonable best efforts the contrary, with respect to obtain and to cooperate in obtaining any other consents authorizations, consents, orders, approvals and approvals clearances of Governmental Authorities that may be are required in connection with any Specified Jurisdiction for the Buyer’s execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements, the Buyer shall not be required to (and BHGE LLC and its subsidiaries shall not, without the prior written consent of the Buyer) propose, negotiate, commit to or effect, by this Agreement and consent decree, hold separate order or otherwise, any divestiture, disposal, holding separate or licensing of, any agreement to conduct in a specified manner, or any restriction on or limitation of, (i) any of the Ancillary AgreementsIST Assets, the Equity Interests, or the IST Business, that would have a material adverse effect on the operation, results of operations or ownership of the IST Assets or (ii) any assets or businesses of the Buyer or its Affiliates (any such requirement, a “Burdensome Condition”).

Regulatory and Other Authorizations; Consents. (a) Each party of the parties hereto shall use its reasonable best efforts give such notices and obtain (including by making divestitures, granting licenses and taking other actions required by applicable regulatory bodies or officialsManagement Sellers shall cause the Company to give such notices and/or obtain) to obtain all authorizations, consents, orders orders, and approvals of all Governmental Authorities, including any required consultation with works counsels or workers' representatives, Authorities and officials that may be or become necessary for its such party’s execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement and the each Ancillary Agreements Agreement, and will cooperate fully with the each other party in promptly seeking to give such notices and obtain all such authorizations, consents, orders and approvals. The parties will not take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in Article VIII. (b) Each of the Purchaser parties hereto shall also give such notices and obtain (and the Seller agrees Management Sellers shall cause the Company to make give such notices and obtain) all filings or applications required under authorizations, consents and approvals of all applicable Laws with respect to the transactions contemplated hereby as soon as practicable after the date hereof other third parties (and in other than any event, in the case of filings and applications with respect to antitrust and competition matters, within five (5Governmental Authorities) Business Days after the date hereof) and to supply promptly any additional information and documentary material that may be requested pursuant to any or become necessary for such Lawsparty’s execution and delivery of, except in each case as the parties may otherwise agree. Each of the Purchaser and the Seller shall furnish performance of their respective obligations pursuant to, this Agreement and each Ancillary Agreement, and will cooperate fully with each other in promptly seeking to the other give such necessary information notices and reasonable assistance as the other may request in connection with its preparation of any obtain all such filing or applicationauthorizations, consents and approvals. (c) Each Notwithstanding the foregoing provisions of this Section 5.05, the obligation of each party agrees to use its reasonable best efforts fully cooperate with the other party pursuant to obtain the provisions of this Section 5.05 shall not include and no party hereto shall have any obligation to cooperate in obtaining give any guarantee or other consents and approvals that may be required consideration of any nature in connection with any such notice or consent or to consent to any change in the transactions contemplated by this Agreement terms of any agreement or arrangement which such party in its sole and absolute discretion may deem adverse to the Ancillary Agreementsinterests of the Purchaser, the Sellers or the Company.

Regulatory and Other Authorizations; Consents. (a) Each party Subject to the terms and conditions of this Agreement, each Party shall use 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 Law to consummate the Transactions as promptly as practicable (and, in any event, prior to the Termination Date), including by making divestitures(i) preparing and filing with any Governmental Authority all documentation necessary to effect all filings, granting licenses notices, petitions, statements, registrations, submissions of information, applications and taking other actions required by applicable regulatory bodies or officialsdocuments and (ii) to obtain all authorizations, consents, orders obtaining and approvals of maintaining all Governmental AuthoritiesApprovals that are necessary to consummate the Transactions. In furtherance and not in limitation of the foregoing, the Purchaser and Seller shall not, and Seller shall cause the Seller Group to not, enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of both the Seller and Purchaser. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, agreements, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the Transactions (but, for the avoidance of doubt, not including any required consultation interactions between any Party with works counsels Governmental Authorities in the Ordinary Course of Business, any disclosure which is not permitted by Law or workers' representativesany disclosure containing confidential information) shall be disclosed to the other Party in advance of any filing, submission or attendance, it being the intent that may be or become necessary for its execution the Parties will consult and delivery ofcooperate with one another, and consider in good faith the performance views of its obligations pursuant toone another, this Agreement in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, agreements, and proposals. Each Party shall give notice to the Ancillary Agreements and will cooperate fully other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority during which any material or substantive matters are reasonably expected to be addressed, with such notice being sufficient to provide the other Party with the other party opportunity to attend and participate in promptly seeking to obtain all such authorizationsmeeting, consentsdiscussion, orders and approvals. The parties will not take any action that would have the effect of delaying, impairing appearance or impeding the receipt of any required approvals or the satisfaction of any condition in Article VIIIcontact. (b) Each In furtherance and not in limitation of the Purchaser foregoing, each Party shall, and Seller shall cause each member of the Seller agrees Group to, use reasonable best efforts to (i) make or cause to be made all filings or applications required of such Party under all applicable Laws the HSR Act with respect to the transactions contemplated hereby Transactions as soon promptly as practicable after the date hereof (and and, in any event, in the case of filings and applications with respect to antitrust and competition matters, within five (5) 10 Business Days after the date hereof, (ii) make or cause to be made all filings required of such Party or any of its Subsidiaries under the other Competition and to supply promptly any additional information and documentary material that may be requested pursuant to any such Laws, except in each case as the parties may otherwise agree. Each Investment Laws of the Purchaser jurisdictions set forth in Section 5.05(b) of the Disclosure Schedule (the “Foreign Antitrust Laws”) within 15 Business Days after the date hereof, (iii) comply promptly with any request under the HSR Act or any other Foreign Antitrust Law for additional information, documents, or other materials received by such Party or any of its Affiliates from any Governmental Authority in respect of such filings or the Transactions, and the Seller shall furnish to (iv) cooperate with the other such necessary information and reasonable assistance as the other may request Party in connection with its preparation any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act or any other Foreign Antitrust Law with respect to any such filing or application. (c) the Transactions. Each party agrees to Party shall use its reasonable best efforts to obtain furnish to the other Party all information required for any application or other filing to be made pursuant to the HSR Act or any Foreign Antitrust Law. Either Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to cooperate the other Party under this Section 5.05 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Representatives of the recipient, unless express written permission is obtained in obtaining advance from the source of the materials. Each Party shall promptly inform the other Party of any oral communication with any Governmental Authority. No Party shall independently participate in any meeting with any Governmental Authority (regardless of who initiated such meeting) during which any material or substantive matters are reasonably expected to be addressed in respect of the matters contained in this Section 5.05 without giving the other consents party prior notice of the meeting and, to the extent permitted by the Governmental Authority, the opportunity to attend or participate. Similarly, each Party shall provide copies of material written communications with any Governmental Authority regarding any such filings or the Transactions prior to submission with sufficient - 55 - time for the remaining Parties to review and approvals that may be required comment. Purchaser shall pay all filing fees in connection with all filings under the transactions HSR Act and the Foreign Antitrust Laws. (c) In furtherance and not in limitation of the foregoing, Purchaser shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under the HSR Act and other Foreign Antitrust Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of the HSR Act or any Foreign Antitrust Law, Purchaser shall use its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Parties decide that litigation is not in their respective best interests. Each Party shall use its reasonable best efforts to take such action as may be required to cause the expiration of the applicable waiting period under the HSR Act, and to obtain approvals, waivers, consents, or expirations of waiting periods under Foreign Antitrust Laws with respect to the Transactions as promptly as practicable after the execution of this Agreement (and, in any event, prior to the Termination Date). (d) In furtherance and not in limitation of the foregoing, Purchaser shall, and shall cause its Subsidiaries to use reasonable best efforts to take all actions necessary to procure, as promptly as reasonably possible (and in any event no later than the Termination Date) each waiver or consent from any Governmental Authority or any Governmental Approval required to satisfy the conditions set forth in Section 7.01(a) or to otherwise avoid termination of the Agreement under Section 8.01(e), or to avoid the entry of or have lifted, vacated or terminated any Closing Legal Impediment. If, at any time, either Party becomes aware of a fact or circumstance that is reasonably likely to prevent any of the conditions set forth in Section 7.01(a) from being satisfied, it shall promptly inform the other Party and keep the Party apprised of the status of matters relating thereto. For the avoidance of doubt, the Parties agree that Seller’s obligations under this Section 5.05 shall not include any obligation on the part of Seller or its Subsidiaries to commit to or effect, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses (including the Distribution Business) as may be required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing, materially delaying or limiting the consummation of the Transactions. In fulfillment of this covenant and without limiting the foregoing, Purchaser shall: (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by order, consent decree, hold separate order, trust or otherwise, the sale, divestiture, license, disposition or hold separate of such assets or businesses of the Distribution Business or of Purchaser or its Subsidiaries, or otherwise offer or offer to commit to any action, non-action, condition or conduct requirement (including those that limit Purchaser’s or its Subsidiaries’ freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of the Distribution Business or of Purchaser or its Subsidiaries), (ii) terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of the Distribution Business or Purchaser or its Subsidiaries, (iii) create any relationships, ventures, contractual rights, obligations or other arrangements of the Distribution Business or of Purchaser or its Subsidiaries, or (iv) enter or offer to enter into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (i) through (iii). For the avoidance of doubt, Purchaser’s obligations under the preceding sentence shall be absolute and not qualified by “reasonable best efforts.” With respect to any objection raised by any Governmental Authority with respect to the Foreign Antitrust Laws, Purchaser shall offer to, commit to and effect any action sufficient to resolve the objection within 15 Business Days of such objection being raised by any such Governmental Authority. For the avoidance of doubt, the requirements of this Section 5.05(d) are limited to the Distribution Business and the Ancillary AgreementsPurchaser and its Subsidiaries and shall not apply to any parent or other Affiliate of Purchaser.