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

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each party hereto agrees to make an appropriate filing, if necessary, pursuant to the Anti-Monopoly Law with respect to the transactions contemplated by this Agreement as soon as practicable after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the Anti-Monopoly Law and each Policy Beneficiary, respectively, of the Purchaser and the Seller shall use their or its commercially reasonable best efforts to obtain and maintain (or cause the Companies, the Subsidiaries or Group Companies to obtain) all other authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Purchaser and each Policy Beneficiary Seller shall reasonably cooperate use their reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable antitrust laws and regulations to consummate and make effective the transactions contemplated by this agreement, including, without limitation, to comply promptly with one another to resolve objections, if any, as all legal requirements which may be asserted by any Governmental Authority imposed on it with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of this Agreement and the transactions contemplated hereby as violative by any Governmental Authorities with regulatory jurisdiction over enforcement of any Lawapplicable antitrust laws (“Governmental Antitrust Entity”) (which actions shall include, without limitation, furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Antitrust Entity). Without limitation of the Ambac Parties foregoing, Seller, Purchaser and each Policy Beneficiary that is party to such Action will reasonably cooperate their respective Affiliates shall not extend any waiting period under any antitrust merger control laws or enter into any agreement with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction antitrust regulator or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of person not to consummate the transactions contemplated herebyby this Agreement, including by pursuing all available avenues except with the prior written consent of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseother parties hereto.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate in connection with the Stock Purchase; (ii) cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties Each party hereto shall, and each Policy Beneficiary shall reasonably cooperate cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe transactions contemplated by this Agreement. Acquiror shall, with the reasonable assistance of the Company, the Seller Guarantors and the Sellers, make as promptly as practicable any filings and notifications, if any, under any other applicable Antitrust Law and each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by any Governmental Authority with respect reasonably requested pursuant to the Transactions under any applicable Antitrust Law. In connection therewithEach of Acquiror, if any Action is instituted on the one hand, and the Seller Guarantors, the Sellers, NewCo and the Company, on the other hand, acknowledges and agrees that it shall pay and shall be solely responsible for the payment of 50% of all filing fees associated with such filings (or threatened to be instituted) challenging any in the case of the transactions contemplated hereby as violative of any LawSeller Guarantors, the Ambac Parties Sellers, NewCo and each Policy Beneficiary that is party to the Company, such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement amounts shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceedingbe Transaction Expenses). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Seller and each Policy Beneficiary, respectively, the Purchaser shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other party's obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement and the Ancillary AgreementsAgreement. The Seller will, and will reasonably cause the Pershing Companies to, cooperate with the other Party Purchaser, and the Purchaser will cooperate with the Seller, in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that neither the Purchaser nor the Seller shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Purchaser or the Seller, as the case may be). Neither the Seller nor the Purchaser shall knowingly take any action that would have the effect of delaying, impairing or impeding the receipt of any required approval. Notwithstanding the foregoing, nothing shall prevent the Purchaser or any of its Affiliates from conducting their business in the ordinary course. The Ambac Parties Seller and the Purchaser each Policy Beneficiary shall reasonably cooperate with one another agree to resolve objectionsmake, if anyor to cause to be made, as may be asserted (i) an appropriate filing of a notification and report form pursuant to the HSR Act and (ii) any other filing or notification required by any Governmental Authority other applicable Law, in each case, with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transactions contemplated by this Agreement within fifteen Business Days after the date of this Agreement in the case of the transactions contemplated hereby HSR Act, and as violative promptly as reasonably practicable in the case of any Lawother filing or notification, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseapplicable Law.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Seller and each Policy Beneficiary, respectively, Purchaser shall (and Seller shall use their its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or its commercially cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of the EC, XXXX and maintain all authorizationsthe FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, consentshowever, orders and approvals of all that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and officials that may be or become necessary to be made or secured by them or it for the execution and delivery ofPurchaser shall not, and the performance of their Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or its respective obligations other agreement, make any announcement with respect to any transaction (except as required pursuant to this Agreement and applicable Law or the Ancillary Agreementsrules of any applicable stock exchange) or take any other action that could reasonably be expected to have the effect of materially delaying, and will reasonably cooperate with impairing or impeding the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by receipt of any Consents of any Governmental Authority with respect to the Transactions Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, XXXX and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Law. In connection therewith, Competition/Investment Law or if any Action suit or proceeding is instituted (or threatened to be instituted) by any Governmental Authority or any private party challenging any of the transactions contemplated hereby Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the Ambac Parties foregoing, Purchaser shall, and each Policy Beneficiary that is party shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action will reasonably cooperate with one another brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to contest and resist any such Action and to have vacated, lifted, reversedavoid the entry of, or overturned to effect the dissolution, vacating, lifting, altering or reversal of, any decreeorder that has the effect of restricting, judgment, injunction preventing or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts prohibiting the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseTransaction.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each Party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary AgreementsAgreement, and will reasonably (ii) cooperate fully with the other Party Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties approvals and each Policy Beneficiary shall reasonably cooperate with one another (iii) provide such other information to resolve objections, if any, as may be asserted by any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each Party agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Parties shall determine the jurisdictions in which filings will be made under the Antitrust Laws within ten (10) Business Days of the date of this Agreement. The applicable Party (or its Affiliate) making any notice or filing with any Governmental Authority as required by this Section 7.04 shall pay all applicable filing or notice fees required in connection therewith. Except as set forth in Section 7.04(a) of the Parent Disclosure Letter, none of Parent or any of its Affiliates shall (i) agree to extend any waiting period or agree to refile under any Law. In connection therewith, if any Action is instituted Antitrust Laws (or threatened to be instituted) challenging any except with the prior written consent of the transactions contemplated hereby as violative of any LawCompany, which may be withheld in the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation sole discretion of the transactions contemplated herebyCompany) or (ii) enter into any agreement with any Governmental Authority agreeing not to consummate the Contemplated Transaction (except with the prior written consent of the Company, including by pursuing all available avenues which may be withheld in the sole discretion of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceedingCompany). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Seller and each Policy Beneficiary, respectively, the Purchaser shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other party’s obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement and the Ancillary AgreementsAgreement. The Seller will, and will reasonably cause the Pershing Companies to, cooperate with the other Party Purchaser, and the Purchaser will cooperate with the Seller, in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that neither the Purchaser nor the Seller shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Purchaser or the Seller, as the case may be). Neither the Seller nor the Purchaser shall knowingly take any action that would have the effect of delaying, impairing or impeding the receipt of any required approval. Notwithstanding the foregoing, nothing shall prevent the Purchaser or any of its Affiliates from conducting their business in the ordinary course. The Ambac Parties Seller and the Purchaser each Policy Beneficiary shall reasonably cooperate with one another agree to resolve objectionsmake, if anyor to cause to be made, as may be asserted (i) an appropriate filing of a notification and report form pursuant to the HSR Act and (ii) any other filing or notification required by any Governmental Authority other applicable Law, in each case, with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transactions contemplated by this Agreement within fifteen Business Days after the date of this Agreement in the case of the transactions contemplated hereby HSR Act, and as violative promptly as reasonably practicable in the case of any Lawother filing or notification, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseapplicable Law.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Parent and Buyer shall (and each Policy Beneficiary, respectively, shall cause it respective Affiliates to) use their or its commercially reasonable best efforts to obtain and maintain promptly all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other party’s obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement Agreement. Parent and the Ancillary Agreements, and Buyer will reasonably cooperate with the other Party one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Parent shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal administrative and filing fees that are imposed on Parent). The Ambac Parties Neither Parent nor Buyer shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Buyer with any applicable Governmental Authority in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Parent and Buyer each Policy Beneficiary shall reasonably cooperate with one another agree to resolve objectionsmake, or to cause to be made, (i) an appropriate filing of a notification and report form pursuant to the antitrust Laws of any relevant jurisdiction if any, as may be asserted required and (ii) any other filing or notification required by any Governmental Authority other applicable Law, in each case, with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby by this Agreement as violative promptly as reasonably practicable, and to supply promptly any additional information and documentary material that may be requested pursuant to the antitrust Laws of any relevant jurisdiction or any other applicable Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Investor and each Policy Beneficiary, respectively, the Company shall use their or its commercially reasonable best efforts to obtain (or to enable the other of them or the Subsidiaries to obtain) all the Government Approvals and maintain all other authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and performance by the performance Company or the Investor of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, Stockholder Agreement and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each party hereto agrees to make promptly all appropriate filings and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by any requested in connection with obtaining the Government Approvals and all such other authorizations, consents, orders and approvals of all Governmental Authority Authorities that may be or become necessary with respect to the Transactions under any Lawtransactions contemplated by this Agreement and the Stockholder Agreement. In connection therewithaddition, if any Action is instituted (or threatened each party hereto shall, with respect to be instituted) challenging any of the transactions contemplated hereby as violative and to the extent permitted by Law or by the applicable Governmental Authority: (a) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of), any communications from or with any Governmental Authority (other than OSFI), (b) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Authority (other than OSFI), (c) participate in any meeting or communication with any such Governmental Authority (other than OSFI), (d) furnish the other with copies of all filings and communications between it and any such Governmental Authority (other than OSFI). Notwithstanding any of the foregoing, neither the Investor nor the Company shall be required to propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divestiture, closure or disposition of any Lawof its assets, properties or businesses in order to obtain any Governmental Approvals or to avoid the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversedentry of, or overturned to effect the dissolution of, any decreeinjunction, judgment, injunction temporary restraining order or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join order in any litigation (including any regulatory suit or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Seller and each Policy Beneficiary, respectively, Purchaser shall use their or its commercially reasonable efforts to obtain and maintain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other parties’ obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement Agreement. Seller, the Company and the Ancillary Agreements, and will reasonably Purchaser shall cooperate with the other Party in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Seller and approvalsthe Company shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on the Company). The Ambac Parties None of Seller, the Company or Purchaser shall knowingly enter into any acquisition or other agreement or make any announcement with respect to any transaction that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority. Seller and Purchaser each Policy Beneficiary shall reasonably cooperate agree to make, or to cause to be made: (i) if required, an appropriate filing of a notification and report form pursuant to the HSR Act; and (ii) any other filing or notification required by any other antitrust or competition Laws of applicable foreign jurisdictions, in each case, with one another respect to resolve objectionsthe transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, if any, as and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions. If any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions or if any suit or proceeding is instituted or threatened by any Governmental Authority with respect to the Transactions under or any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) private party challenging any of the transactions contemplated hereby as violative of the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions, each of Seller and Purchaser shall use its commercially reasonable efforts to promptly resolve such objections. In furtherance of the foregoing and provided that nothing in this Agreement shall be deemed to require Purchaser or any of its Affiliates to take any action that, in Purchaser’s good faith judgment, would adversely and materially affect (i) the strategic benefits sought by Purchaser in effecting the transactions contemplated by this Agreement or (ii) any material line of business or class of products of the Purchaser or any of its Affiliates (including the Company and its Subsidiaries) from and after the Closing, Purchaser shall, and shall cause its respective Affiliates to, take all action, including agreeing to hold separate, divest, license, transfer or otherwise dispose of any of the businesses or properties or assets of Purchaser or any of its respective Affiliates, or to terminate any existing relationships or contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve any such objections as such Governmental Authority may have to such transactions under applicable Law; or (ii) any domestic or foreign court or other tribunal, in an Action brought by a private party or Governmental Authority challenging such transactions as violative of any applicable Law, in order to avoid the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversedentry of, or overturned to effect the dissolution, vacating, lifting, altering or reversal of, any decreeorder that has the effect of restricting, judgment, injunction preventing or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts prohibiting the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Subject to the terms and conditions of this Agreement, prior to the Closing, each Policy Beneficiary, respectively, of Buyer and Parent shall use their its commercially reasonable efforts to: (i) cooperate with one another in determining which filings are required to be made by each of them prior to the Closing with, and which consents, approvals, permits or authorizations are required or reasonably advisable to be obtained by each of them prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement, and (ii) subject to Section 5.03(a) of the Seller Disclosure Schedule, assist one another in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required or reasonably advisable to be made and obtained by the others. Without limiting the generality of the foregoing, Buyer will use its commercially reasonable efforts to provide any guarantees of obligations under a Contract or Permit required by any Person or Governmental Authority as a condition to granting such Person’s or Governmental Authority’s consent, approval, permit, authorization or waiver with respect to such Contract or Permit. In addition, prior to the Closing, Seller and Buyer shall each use, and shall each cause their respective Affiliates to use, commercially reasonable efforts to obtain all necessary consents for the assignment and maintain all authorizationstransfer of the IT Contracts and provision of the services under the Transition Services Agreements, consents, orders it being agreed that in connection with obtaining such consents (i) Seller and approvals Buyer shall each be responsible for one-half (1/2) of all Governmental Authorities costs and officials that may be or become necessary expenses owed to be made or secured by them or it the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the execution and delivery of, and services under the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Transition Services Agreements, and will reasonably cooperate (ii) neither party shall be obligated to make, or responsible to pay the cost of, any unreasonable concession, alteration, modification, or amendment of, to, or under any IT Contract or such other Contract (including increased prices, fees, or volumes, term extensions, or entering into a new agreement for additional services) in connection with obtaining such consents. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person (other Party in promptly seeking than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall any consent or approval required or reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to advisable for the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any consummation of the transactions contemplated hereby under any Contract (other than the IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as violative provided above); provided, that, other than with respect to IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above, without the prior written consent of Buyer, neither Parent nor its Affiliates shall commit to pay to any Lawthird party whose consent or approval is being solicited any amount of cash or other consideration or make any commitment or incur any Liability in connection therewith, in each case to the Ambac Parties extent it would be an Assumed Liability. Prior to making any application to or filing with (such as confidential information relating to valuation of the Business, competitively sensitive information or privileged communications) any Governmental Authority in connection with this Agreement, Buyer and each Policy Beneficiary that is party to such Action will reasonably cooperate with Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to contest any confidential information included in such application or filing) and resist afford one another a reasonable opportunity to comment on such drafts. As promptly as practicable, Buyer and Parent shall file or cause to be filed any such Action filings required under any applicable Competition Laws in connection with this Agreement 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues filing the Notification and Report Forms required pursuant to the HSR Act no later than ten (10) Business Days following the Agreement Date, and using reasonable best efforts to file or cause to be filed the applicable filings under the Competition Laws set forth on Section 5.03(a) of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interestsSeller Disclosure Schedule no later than fifteen (15) Business Days following the Agreement Date. Nothing in this Agreement Buyer shall require bear the filing fees of any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or required filing under any Ancillary Agreement or otherwisethe applicable Competition Laws.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Purchaser and each Policy Beneficiary, respectively, the Seller shall use their or its commercially reasonable best efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties On May 20, 2016, each Party filed its Notification and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority Report Form required under the HSR Act with respect to the Transactions under transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any Lawadditional information and documentary material that may be requested pursuant to the HSR Act. In connection therewithNotwithstanding the foregoing, if this Agreement shall not obligate the Purchaser or any Action is instituted (of its Affiliates to make any sale, divestiture, license or threatened other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be instituted) challenging acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the transactions contemplated hereby as violative businesses, product lines or assets of any Lawthe Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Ambac Parties Purchaser and each Policy Beneficiary that is party their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to such Action will reasonably cooperate with one another 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, or restricts consummation of consummate the transactions contemplated hereby, including by pursuing all available avenues except with the prior written consent of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is other parties hereto (which consent shall not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceedingbe unreasonably withheld). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each party hereto shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable best efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably other Transaction Documents; (ii) cooperate fully with the other Party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties Each party hereto agrees to, and each Policy Beneficiary shall reasonably cooperate cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe transactions contemplated by this Agreement and the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by any Governmental Authority with respect requested pursuant to the Transactions under any applicable antitrust, competition or trade regulation Law. In Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection therewithwith the foregoing antitrust, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties competition and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest trade regulation Law filings 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisenotifications.

Regulatory and Other Authorizations; Notices and Consents. (a) The Ambac Parties and each Policy Beneficiary, respectively, Purchaser shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another Each party hereto agrees to resolve objectionsmake promptly its respective filing, if anynecessary, as may pursuant to the Competition Act (the costs of which shall be asserted payable by any Governmental Authority the Purchaser) with respect to the Transactions within Twenty (20) Business Days of the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the Competition Act, and the Purchaser will promptly make all filings or notifications required under the ICA, if any. The Purchaser and Seller each agree that, during the term of this Agreement, it will not withdraw its filing under any Law. In connection therewithapplicable antitrust, if any Action is instituted (competition or threatened to be instituted) challenging any trade regulation law without the written consent of the transactions contemplated hereby as violative other party. The Purchaser and Seller each agree that it will not enter into any timing agreement with any Governmental Authority without the written consent of the other party. The Seller shall not be required to pay any Lawfees, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction applicable Taxes or other orderpayments to any Governmental Authorities in order to obtain any authorization, whether temporarynotice to proceed, preliminary consent, order or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (approval including any regulatory made pursuant to the Competition Act or administrative proceeding). Nothing contained the Forest Act (British Columbia) in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseconnection with the Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Parent and Buyer shall (and each Policy Beneficiary, respectively, shall cause it respective Affiliates to) use their or its commercially reasonable efforts to obtain and maintain promptly all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other party’s obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement Agreement. Parent and the Ancillary Agreements, and Buyer will reasonably cooperate with the other Party one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Parent shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal administrative and filing fees that are imposed on Parent). The Ambac Parties Neither Parent nor Buyer shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Buyer with any applicable Governmental Authority in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Parent and Buyer each Policy Beneficiary shall reasonably cooperate with one another agree to resolve objectionsmake, if anyor to cause to be made, as may be asserted (i) an appropriate filing of a notification and report form pursuant to the antitrust Laws of any relevant jurisdiction and (ii) any other filing or notification required by any Governmental Authority other applicable Law, in each case, with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby by this Agreement as violative promptly as reasonably practicable, and to supply promptly any additional information and documentary material that may be requested pursuant to the antitrust Laws of any relevant jurisdiction or any other applicable Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac (a) Upon the terms and conditions hereof each of the Parties shall, and each Policy Beneficiaryshall cause its controlled Affiliates to, respectively, shall use their or its commercially reasonable efforts to obtain as promptly as practicable all material Consents of any Governmental Authority required in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, by (i) filing, or causing to be filed, any Notification and maintain all authorizationsReport Form and related material required under the HSR Act as soon as reasonably practicable after the date of this Agreement but, consentsin any event, orders unless specifically agreed otherwise by the Sellers and approvals Buyer, no later than ten (10) calendar days after the date of all Governmental Authorities this Agreement, and officials by using its commercially reasonable efforts to be able to certify, and to certify, as soon as reasonably practicable, its substantial compliance with any such requests for additional information or documentary material that may be made under the HSR Act, unless the Sellers and Buyer mutually determine that it is reasonable under the circumstances not to comply substantially with any requests for additional information and documentary material under the HSR Act and furnishing, or become necessary causing to be made furnished, to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or secured proprietary information not directly related to the transactions contemplated by them or it for the execution and delivery ofthis Agreement, and keeping the performance other Parties reasonably informed with respect to the status of their each clearance, approval or its respective obligations pursuant to waiver sought from a Governmental Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsmaterial communications between such Party and such Governmental Authority; (ii) not acquiring or agreeing to acquire (and not permitting any controlled Affiliate to acquire or agree to acquire) any business, Person or division thereof, or otherwise acquiring or agreeing to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from any Governmental Authority with respect to the transactions contemplated by this Agreement and will reasonably cooperate with the (iii) generally taking, or causing to be taken, all other Party in promptly seeking actions necessary to obtain all such authorizationsavoid or eliminate each and every impediment under any antitrust, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby by this Agreement so as violative of to enable the Closing to occur as soon as reasonably possible, and in any Lawevent no later than the Termination Date; provided, however, that in no case shall the Ambac Parties and each Policy Beneficiary that is party be required to such Action will reasonably cooperate with one another pay any fees or other payments to contest and resist any such Action and Governmental Authorities in order to have vacated, lifted, reversed, or overturned obtain any decree, judgment, injunction or such Consent (other order, whether temporary, preliminary or permanent, than normal filing fees that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including are imposed by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceedingLaw). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac (a) Upon the terms and conditions hereof each of the Parties shall, and each Policy Beneficiaryshall cause its controlled Affiliates to, respectively, shall use their or its commercially reasonable efforts to obtain as promptly as practicable all material Consents of any Governmental Authority required in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, by (i) filing, or causing to be filed, any Notification and maintain all authorizationsReport Form and related material required under the HSR Act as soon as reasonably practicable after the date of this Agreement but, consentsin any event, orders unless specifically agreed otherwise by the Sellers and approvals Buyer, no later than ten (10) calendar days after the date of all Governmental Authorities this Agreement, and officials by using its commercially reasonable efforts to be able to certify, and to certify, as soon as reasonably practicable, its substantial compliance with any such requests for additional information or documentary material that may be made under the HSR Act, unless the Sellers and Buyer mutually determine that it is reasonable under the circumstances not to comply substantially with any requests for additional 38 information and documentary material under the HSR Act and furnishing, or become necessary causing to be made furnished, to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or secured proprietary information not directly related to the transactions contemplated by them or it for the execution and delivery ofthis Agreement, and keeping the performance other Parties reasonably informed with respect to the status of their each clearance, approval or its respective obligations pursuant to waiver sought from a Governmental Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsmaterial communications between such Party and such Governmental Authority; (ii) not acquiring or agreeing to acquire (and not permitting any controlled Affiliate to acquire or agree to acquire) any business, Person or division thereof, or otherwise acquiring or agreeing to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from any Governmental Authority with respect to the transactions contemplated by this Agreement and will reasonably cooperate with the (iii) generally taking, or causing to be taken, all other Party in promptly seeking actions necessary to obtain all such authorizationsavoid or eliminate each and every impediment under any antitrust, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions under transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible, and in any event no later than the Termination Date; provided, however, that in no case shall the Parties be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law). In connection therewith(b) Each of the Sellers and Buyer shall, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any Action is instituted (communications from or threatened with any Governmental Authority with respect to be instituted) challenging any of the transactions contemplated hereby as violative by this Agreement; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate proposed written or any oral communication with one another to contest and resist any such Action Governmental Authority; (iii) not participate in any meeting or have any communication with any such Governmental Authority unless it has given the other an opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, give the other Party the opportunity to attend and participate therein; and (iv) furnish the other Party with copies of all filings and communications between it (or its advisors) and any such Governmental Authority with respect 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best intereststhis Agreement. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.6.4

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary(a) Mylan and, respectivelywhere applicable, Abbott shall use their make or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary cause to be made or secured by them or it for all initial submissions pursuant to the execution EU Merger Regulation and delivery ofthe Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8, and the performance of their or its respective obligations all filings required pursuant to the HSR Act, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event no later than twenty (20) U.S. Business Days from the date hereof). Mylan and, where applicable, Abbott shall promptly make or cause to be made all additional filings required pursuant to the EU Merger Regulation and the Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8. Abbott and Mylan each shall (i) promptly supply the other Party with any information which is required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from any Governmental Authority relating to matters that are the subject of this Agreement and (iii) agree not to extend any waiting period under the Ancillary AgreementsHSR Act, the EU Merger Regulation or any other Competition/Investment Laws in respect of, or enter into any agreement with any Governmental Authority not to consummate, the transactions contemplated by this Agreement, except with the prior written consent of the other Party, not to be unreasonably withheld, delayed or conditioned. Abbott and will reasonably cooperate Mylan each shall (1) promptly notify the other Party of any material communication between that Party and any Governmental Authority relating to matters that are the subject of this Agreement; (2) consult with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate advance of participating in any meeting or discussion with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewithfilings, if any Action is instituted (investigation or threatened to be instituted) challenging any of inquiry concerning the transactions contemplated hereby as violative of any by this Agreement and, to the extent permitted by such Governmental Authority, give the other Party (and its counsel) the opportunity to attend and participate thereat; (3) subject to applicable Law, discuss with and permit the Ambac Parties other Party (and each Policy Beneficiary that is party its counsel) to such Action will reasonably cooperate with one another review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any proposed filing or communication 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, or restricts consummation of Governmental Authority concerning the transactions contemplated herebyby this Agreement or relating to any investigation, including inquiry or other proceeding arising in connection with or relating to the transactions contemplated by pursuing this Agreement; and (4) subject to applicable Law, furnish the other Party with copies of all available avenues of administrative written correspondence and judicial appeal, unless, by mutual agreement, the Ambac Parties communications between them and each Policy Beneficiary that is party to such Action decide that litigation is not in their Affiliates and their respective best interests. Nothing representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, in each case, with respect to the transactions contemplated by this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Seller and each Policy Beneficiary, respectively, Purchaser shall use their or its commercially reasonable best efforts to obtain and maintain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other Party’s obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement and the Ancillary AgreementsAgreements including, without limitation, Consents that may be required under the HSR Act or other Competition Law. Seller and will reasonably Purchaser shall cooperate with the other Party one another in promptly seeking to obtain all such authorizations, consents, orders and approvalsConsents. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate If any objections are asserted with one another respect to resolve objections, the transactions contemplated hereby under any Competition Law or if any, as may be asserted any suit or proceeding is instituted or threatened by any Governmental Authority with respect to the Transactions under or any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) private party challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Purchaser and Seller shall use its reasonable best efforts to promptly resolve such objections. Notwithstanding anything to the Ambac Parties and each Policy Beneficiary that is party contrary in this Section 7.6, except as otherwise may be mutually agreed to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacatedby the Parties, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing nothing in this Agreement shall require or obligate Purchaser or any Party of its Affiliates to, and Seller shall not and shall not permit their Subsidiaries to, without the prior written consent of Purchaser, agree or otherwise party be required to such sell, divest, dispose of, license, hold separate, or take or commit to take any action to commence or join that limits in any litigation (including respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any regulatory businesses, products, rights, services, licenses, or administrative proceeding). Nothing contained in this Section 3.02 shall require assets of Purchaser, Seller or any Party to waive or release any material benefitof their respective Affiliates, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseas applicable.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary(a) Mylan and, respectivelywhere applicable, Abbott shall use their make or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary cause to be made or secured by them or it for all initial submissions pursuant to the execution EU Merger Regulation and delivery ofthe Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8, and the performance of their or its respective obligations all filings required pursuant to the HSR Act, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event no later than twenty (20) U.S. Business Days from the date hereof). Mylan and, where applicable, Abbott shall promptly make or cause to be made all additional filings required pursuant to the EU Merger Regulation and the Competition/Investment Laws of the jurisdictions set forth in Schedule 7.8. Abbott and Mylan each shall (i) promptly supply the other Party with any information which is required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from any Governmental Authority relating to matters that are the subject of this Agreement and (iii) agree not to extend any waiting period under the Ancillary AgreementsHSR Act, the EU Merger Regulation or any other Competition/Investment Laws in respect of, or enter into any agreement with any Governmental Authority not to consummate, the transactions contemplated by this Agreement, except with the prior written consent of the other Party, not to be unreasonably withheld, delayed or conditioned. Xxxxxx and will reasonably cooperate Mylan each shall (1) promptly notify the other Party of any material communication between that Party and any Governmental Authority relating to matters that are the subject of this Agreement; (2) consult with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate advance of participating in any meeting or discussion with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewithfilings, if any Action is instituted (investigation or threatened to be instituted) challenging any of inquiry concerning the transactions contemplated hereby as violative of any by this Agreement and, to the extent permitted by such Governmental Authority, give the other Party (and its counsel) the opportunity to attend and participate thereat; (3) subject to applicable Law, discuss with and permit the Ambac Parties other Party (and each Policy Beneficiary that is party its counsel) to such Action will reasonably cooperate with one another review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any proposed filing or communication 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, or restricts consummation of Governmental Authority concerning the transactions contemplated herebyby this Agreement or relating to any investigation, including inquiry or other proceeding arising in connection with or relating to the transactions contemplated by pursuing this Agreement; and (4) subject to applicable Law, furnish the other Party with copies of all available avenues of administrative written correspondence and judicial appeal, unless, by mutual agreement, the Ambac Parties communications between them and each Policy Beneficiary that is party to such Action decide that litigation is not in their Affiliates and their respective best interests. Nothing representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, in each case, with respect to the transactions contemplated by this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of Abbott and each Policy Beneficiary, respectively, GE shall use their or its commercially reasonable efforts to obtain and maintain promptly all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other party’s obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement Agreement. Abbott and the Ancillary Agreements, and will reasonably GE shall cooperate with the other Party one another in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Abbott and approvalsGE shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Abbott or GE, as applicable, or Conveyance Taxes). The Ambac Parties Neither Abbott, with respect to the Business, nor GE, with respect to the business conducted by GE Healthcare, shall knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consent of a Governmental Authority under any Competition/Investment Law. Abbott and GE each Policy Beneficiary shall reasonably cooperate with one another agree to resolve objectionsmake, or to cause to be made, if anyrequired, an appropriate filing of a notification and report form pursuant to the HSR Act, the EC Merger Regulation and any other applicable Competition/Investment Law, in each case, with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act and the EC Merger Regulation or any other Competition/Investment Laws. If any objections are asserted with respect to the transactions contemplated hereby under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority with respect to the Transactions under or any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) private party challenging any of the transactions contemplated hereby as violative of any Competition/Investment Law, each of GE and Abbott shall use its reasonable best efforts to promptly resolve such objections. Notwithstanding anything to the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contrary contained in this Section 3.02 shall require Agreement, in connection with obtaining any Party to waive or release any material benefit, right or remedy Consent of such Party hereunder or a Governmental Authority under any Ancillary Agreement Competition/Investment Law (i) Abbott shall not, without GE’s prior written consent, commit to any divestiture transaction involving the Purchased Assets, or otherwisecommit to alter the business or commercial practices relating to the Business in any way, and (ii) neither GE nor any of its Affiliates shall be required to (A) divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Business, any Purchased Assets, any Abbott Product or any other assets or businesses of GE or any of its Affiliates or (B) alter or restrict in any way the business or commercial practices of GE, any of its Affiliates, or the Business.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each Party shall, and each Policy Beneficiaryshall cause its Affiliates to, respectively, shall use their or its commercially reasonable commercial efforts to (i) promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreementsother Transaction Documents, and will reasonably (ii) cooperate fully with the other Party Parties in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each Party agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Ambac Parties shall determine the jurisdictions in which filings will be made under the Antitrust Laws within ten Business Days of the date of this Agreement. Each Party agrees to, and each Policy Beneficiary shall reasonably cooperate with one another to resolve objectionscause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other Applicable Law regarding Government Contracts, Government Bids, trade regulation, security clearances or any other relevant matters and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party requested pursuant to such Action will reasonably cooperate other Applicable Laws. RMT Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with one another to contest the foregoing filings 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisenotifications.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties a. Each of the Purchaser and each Policy Beneficiary, respectively, the Seller shall use their or its commercially reasonable best efforts to to, promptly obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably other Transaction Documents; cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals; and provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. The Ambac Parties Each party hereto agrees to, and each Policy Beneficiary shall reasonably cooperate cause its respective Affiliates, as applicable, to, make, as promptly as practicable, (A) in any event no later than ten Business Days after the date of this Agreement, its respective filing, if necessary, pursuant to the HSR Act with one another respect to resolve objectionsthe transactions contemplated by this Agreement or the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act, and (B) in any event within 30 Business Days after the date of this Agreement, its respective filings and notifications, if any, as may be asserted by pursuant to any Governmental Authority other applicable Antitrust Law in the jurisdictions set forth on Section 7.1(b) of the Seller Disclosure Schedule with respect to the Transactions under transactions contemplated by this Agreement, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the applicable Antitrust Law. In connection therewith, if The Purchaser shall pay all filing fees with respect any Action is instituted (filings required pursuant to HSR Act or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, Antitrust Laws in the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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 jurisdictions set forth in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceedingSection 7.1(b). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties (a) Each of the Sellers and each Policy Beneficiary, respectively, the Purchasers shall use their or its commercially reasonable efforts to obtain promptly (and maintain in any case prior to December 31, 2008) all authorizations, consents, orders and approvals Consents of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution performance of its and delivery ofthe other parties’ obligations pursuant to, and the performance consummation of their or its respective obligations pursuant to the transactions contemplated by, this Agreement Agreement. Sellers and the Ancillary Agreements, and will reasonably Purchasers shall cooperate with the other Party in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Sellers shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Sellers). Neither the Sellers nor the Purchasers shall knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority. Sellers and approvals. The Ambac Parties Purchasers each agree to make, or to cause to be made: (i) an appropriate filing of a notification and report form pursuant to the HSR Act; and (ii) any other filing or notification required by any other Competition/Investment Laws, in each Policy Beneficiary shall reasonably cooperate case, with one another respect to resolve objectionsthe transactions contemplated by this Agreement within 21 days after the date of this Agreement, if any, as and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other Competition/Investment Laws. If any objections are asserted with respect to the transactions contemplated hereby under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority with respect to the Transactions under or any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) private party challenging any of the transactions contemplated hereby as violative of any Competition/Investment Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative Sellers and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party Purchasers shall use its commercially reasonable efforts to promptly resolve such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseobjections.

Regulatory and Other Authorizations; Notices and Consents. (a) The Ambac Parties Purchaser and the Sellers shall each Policy Beneficiary, respectively, shall use their or its commercially reasonable best efforts to promptly obtain and maintain all authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, Agreements and will reasonably cooperate fully with the other Party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another Each party hereto agrees to resolve objectionsmake promptly its respective filing, if anynecessary, as may pursuant to the HSR Act and the Competition Act (the costs of which shall be asserted payable by any Governmental Authority the Purchaser) with respect to the Transactions within ten (10) Business Days of the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or the Competition Act, and the Purchaser will promptly make all filings or notifications required under any Law. In connection therewiththe ICA, if any. The Purchaser and Sellers each agree that, during the term of this Agreement, it will not withdraw its filing under the HSR Act or any Action is instituted (other applicable antitrust, competition or threatened to be instituted) challenging any trade regulation law without the written consent of the transactions contemplated hereby as violative other party. The Purchaser and Sellers each agree that it will not enter into any timing agreement with any Governmental Authority without the written consent of the other party. The Sellers shall not be required to pay any Lawfees, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction applicable Taxes or other orderpayments to any Governmental Authorities in order to obtain any authorization, whether temporarynotice to proceed, preliminary consent, order or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated herebyapproval, including by pursuing all available avenues of administrative and judicial appealany made pursuant to the HSR Act, unlessCompetition Act or Forest Act (British Columbia), by mutual agreement, in connection with the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseTransactions.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties Company and each Policy Beneficiary, respectively, the Purchaser shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the other Party party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties Each party hereto agrees to make its filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten Business Days of the date hereof and each Policy Beneficiary to supply as promptly as practicable to the appropriate Governmental Authority any information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, the Purchaser shall reasonably cooperate with one another use commercially reasonable efforts to resolve objections(i) avoid or eliminate any impediment under any antitrust, if any, as competition or trade regulation Law that may be asserted by any Governmental Authority with respect United States governmental antitrust authority or any other party so as to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of enable the transactions contemplated hereby to be consummated as violative of promptly as practicable, and (ii) defend through litigation on the merits any Lawclaim asserted in court by any party in order to avoid entry of, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and or to have vacatedvacated or terminated, lifted, reversed, or overturned any decree, judgment, injunction order or other order, judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring as promptly as practicable; provided that the Purchaser’s board of directors determines in its reasonable business judgment that it is more likely than not that the Purchaser will prevail in such litigation. The Company and the Purchaser shall promptly notify each other of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and shall permit the other party to review in advance any proposed communication by such party responding to any Governmental Authority inquiry. Neither the Company nor the Purchaser shall agree to participate in any meeting with any Governmental Authority in respect of any filings, that is investigation or other inquiry unless it consults with the other party in effect advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and that prohibitsparticipate at such meeting. The Company and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, preventsincluding under the HSR Act, and will provide each other with copies of all correspondence, filings or restricts consummation 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, with respect to this Agreement and the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require (other than any Party not otherwise party such matters relating to such action to commence or join in any litigation (including any regulatory or administrative proceedingdisputes between the parties). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties Each of the Purchaser and each Policy Beneficiary, respectively, the Company shall (or shall cause their subsidiaries or affiliates to) use their or its commercially respective reasonable best efforts to obtain make the regulatory filings set forth in Schedule 6 and maintain all authorizationsotherwise to take, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary cause to be made taken, all actions and to do, or secured cause to be done, all things necessary or desirable under applicable laws to consummate the transactions contemplated by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and to cause the Ancillary Agreementsconditions set forth in subclause (a)(i) of Annex 2 to be satisfied as promptly as practicable after the date of this Agreement; provided, that, with respect to seeking the regulatory and other authorizations set forth in subclauses (a)(i)(A) and (a)(i)(B) of Annex 2 hereof, the Purchaser shall not be required to engage in any activities that would constitute a Burdensome Condition or agree to any mitigation terms that would require the Purchaser to engage in such Burdensome Condition. In furtherance of the foregoing, and will reasonably cooperate with subject to applicable law, each of the Purchaser and the Company shall promptly inform the other Party party of any material substantive communication with any U.S. or foreign governmental authority relating to the transactions contemplated by this Agreement, and shall provide copies of any written communications with any U.S. or foreign governmental authority regarding the transactions contemplated by this Agreement; provided, that materials may be redacted (i) to remove references concerning the valuation, (ii) as necessary to comply with contractual arrangements or applicable laws, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, including the redaction of any competitively sensitive information in promptly seeking which case such competitively sensitive information shall be shared with external counsel only. Neither the Purchaser nor the Company shall independently participate in any substantive meeting with any U.S. or foreign governmental authority in respect of any filings, investigation, or other inquiry without giving the other party prior written notice of the meeting and, to obtain all the extent permitted by such authorizationsU.S. or foreign governmental authority, consents, orders and approvalsthe opportunity to attend and/or participate. The Ambac Parties parties shall consult and each Policy Beneficiary shall reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to resolve objections, if any, as may be asserted by any Governmental Authority U.S. or foreign governmental authority in connection with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another 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, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwiseAgreement.

Regulatory and Other Authorizations; Notices and Consents. The Ambac (a) Each of the Parties and each Policy Beneficiary, respectively, hereto shall use their or its all commercially reasonable efforts to obtain and maintain all permits, authorizations, consents, orders and approvals of of, and give all notices to or make all filings with, all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it appropriate for the its execution and delivery of, and the performance of their or its respective obligations pursuant to to, this Agreement and the Ancillary Agreements, and will reasonably cooperate fully with the each other Party party hereto in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals. The Ambac Parties approvals and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, give all such notices or make all such filings and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted requested pursuant thereto. Each Party further agrees to promptly inform the other Parties of any communication received by it from any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging regarding any of the transactions contemplated hereby as violative and to keep such other Parties apprised of the status of any Lawsuch communications; provided, however, that the Ambac Parties and each Policy Beneficiary that is party Partnership shall not be required to such Action will reasonably cooperate disclose communications with one another Governmental Authorities regarding the Investment Canada Act to any other Party. Each Party agrees to use all commercially reasonable efforts to contest and resist any such Action seeking to restrain, enjoin or alter the transactions contemplated by this Agreement and to have vacated, lifted, reversed, or overturned any decree, judgmentavoid the imposition of such restraint, injunction or other orderalteration, whether temporaryand if any such Governmental Order has been granted, preliminary to use all commercially reasonable efforts to have such Governmental Order vacated or permanent, lifted. Each Party hereunder may require that is in effect and that prohibits, prevents, non-public or restricts consummation confidential commercial information designated by such Party shall be furnished only to outside counsel of the transactions contemplated hereby, including by pursuing all available avenues of administrative other Party and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party not to such Action decide that litigation is not other Party in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party accordance with the terms of a joint defense and confidentiality agreement to be entered into among the Parties at such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwisetime.