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

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors shall use their commercially reasonable efforts to obtain all material Consents that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate with Pantheon in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Each Warrantor shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the Transactions. (c) Each of the Warrantors shall cooperate and use commercially reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business of the Target. (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors parties shall use their commercially reasonable best efforts to obtain (or cause the Company and the Subsidiaries to obtain) all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, to this Agreement and the Transaction Documents and will cooperate fully with Pantheon each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Purchaser agrees that all fees and expenses associated with the filings required pursuant to the HSR Act in connection with the transactions contemplated by this Agreement shall be borne by the Purchaser. (b) Each Warrantor The Seller shall or shall cause the Company and the Subsidiaries to give promptly such notices to third parties and use its commercially or their reasonable best efforts to obtain such third party consents and estoppel certificates as are required to consummate the TransactionsPurchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Each of the Warrantors party shall cooperate and use commercially all reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor no party shall have no any obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor party in its reasonable sole discretion may deem adverse to its or the interests of Pantheon, Warrantors or the business of the Targetits Affiliates. (d) The Warrantors shall use their commercially reasonable efforts Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to obtainpreserve for the Company or any Subsidiary any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party is not obtained prior to the date Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any such Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable best efforts to provide the Purchaser, the Company or such Subsidiary, as the case may be, with the rights and benefits of the mailing of the proxy statement relating to the Pantheon Stockholders Meetingaffected lease, (i) all necessary approvals from GM’s shareholders license, contract, commitment or other agreement or arrangement for the Transactions contemplated under this Agreement in accordance with term of such lease, license, contract or other agreement or arrangement, and, if the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to Seller provides such rights and benefits, the Transactions contemplated by this Agreement in accordance with Company or such Subsidiary, as the HKSE Listing Rules; (iii) all necessary approvals in order to terminate case may be, shall assume the CSC Option Scheme; obligations and (iv) all necessary approvals in order to implement the provisions of Section 5.2burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each of Parent, the Purchaser and the Seller shall, and the Seller shall cause each of the Company and the Subsidiaries to, use their commercially its reasonable efforts to obtain (or enable the Company and the Subsidiaries to obtain) all material Consents authorizations, consents, orders, waivers and approvals under the HSR Act, all FCC/State PUC Approvals and all other authorizations, consents, orders, waivers and approvals of Governmental Authorities and officials that may be or become necessary for their the execution and delivery of, and the performance of their all obligations pursuant to, and the consummation of all transactions contemplated by, this Agreement and the Transaction Documents Ancillary Agreement (the “Governmental Filings”), and each party will cooperate fully with Pantheon the other parties in promptly seeking to obtain all such authorizations, consents, orders orders, waivers and approvals. Each of Parent, the Purchaser and the Seller also shall (including, with respect to the Seller, by causing the Company and the Subsidiaries to) file with the appropriate Governmental Authorities in a timely manner all notices required by applicable Law in connection with this Agreement, the Ancillary Agreement, and the transactions contemplated hereby and thereby. Subject to Section 5.04(c) with respect to FCC/State PUC Filings, each party hereto shall pay all filing fees or other similar amounts required to be paid by it in connection with the submission of any Governmental Filing by such party. (b) In furtherance and not in limitation of Section 5.04(a), Parent and the Seller shall make an appropriate filing of a Notification and Reporting Form pursuant to the HSR Act as promptly as reasonably practicable and, in any event, within 15 Business Days after the date of this Agreement. Each Warrantor such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. The Purchaser and Parent shall use reasonable efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment under any applicable federal or state antitrust Law that may be asserted by any Governmental Authority with respect to the acquisition of the Shares so as to enable the Closing Date to occur as promptly as practicable and, in any event, no later than the End Date; provided, however, that the Purchaser and Parent shall not be required to take any action that would, alone or in conjunction with any other actions required in connection with any HSR Act, FCC or State PUC review, (i) have (A) a Material Adverse Effect or (B) a material adverse effect on the business, assets, results of operations or financial condition of Parent and its subsidiaries, taken as a whole, (ii) involve the sale, divestiture, licensing, holding separate, or other disposition (and whether through the establishment of a trust or otherwise) of any assets, operations, businesses, divisions, or customers of Parent or any of its subsidiaries or (iii) prevent the Purchaser and the Company and Subsidiaries from operating following the Closing in any state in which they currently operate. The Seller, Parent, the Purchaser and 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 consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld). (c) In furtherance and not in limitation of Section 5.04(a), the parties shall prepare and file the FCC/State PUC Filings as promptly as reasonably practicable and, in any event, within 30 calendar days after the date of this Agreement, and any other necessary or appropriate instruments or documents (in each case, in a form mutually approved by the parties, which approval shall not be unreasonably withheld, conditioned or delayed). Thereafter, the parties shall prosecute the applicable FCC/State PUC Filings with all reasonable diligence to obtain the requisite FCC/State PUC Approvals. Each party shall supply as promptly as reasonably practicable to the FCC or the appropriate State PUC any additional information and documentary material that may be requested by such Governmental Authority in connection with the FCC/State PUC Filings. Each party shall be solely responsible to pay its expenses with respect to the preparation, filing and prosecution of the FCC/State PUC Filings, except that Parent shall pay all of the filing fees in connection with the FCC/State PUC Filings or reimburse the Seller for its payment of any such fees as Reimbursable Expenses. The parties shall cooperate to oppose any petitions to deny or other objections filed with respect to the FCC/State PUC Filings to the extent such petition or objection relates to such party. Each party shall use reasonable efforts not to (i) take any action that would, or (ii) fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC/State PUC Approvals. From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, Parent and the Purchaser shall maintain the qualifications necessary to hold the Company Communications Licenses. (d) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Section 5.04 and permit the other party to review in advance (and shall consider any comments made by the reviewing party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. None of the parties to this Agreement shall agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any submissions, filings, investigations, or any other inquiry relating to such matters unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party (or their external legal counsel in order to address any concerns relating to confidential or competitively sensitive information) the opportunity to attend and participate at such meeting, telephone call or discussion. The parties to this Agreement shall, and shall cause their respective Affiliates to, provide each other with copies of all material correspondence, filings or communications between them or any of their respective 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 by this Agreement, in each case to the extent reasonably requested by the other party hereto; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company and the Subsidiaries; (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. (e) The Seller shall, or shall cause the Company and the Subsidiaries to, give promptly such notices to third parties and use its commercially or their reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate necessary or desirable in connection with the Transactionstransactions contemplated by this Agreement, including all of the third party consents set forth on Section 3.05 of the Disclosure Schedule. (cf) Each of Parent and the Warrantors Purchaser shall cooperate and use commercially reasonable efforts to assist the other Seller in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionsdescribed in clause (e) above; provided, however, that such Warrantor neither Parent nor the Purchaser shall have no any obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor Parent or the Purchaser in its reasonable their sole discretion may deem materially adverse to the interests of PantheonParent, Warrantors the Purchaser, the Company or the business of the Targetany Subsidiary or their Business. (dg) The Warrantors Seller, Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Subsidiary or their Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party (including any Material Contract) or is otherwise entitled to the benefit of is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with Parent, the Purchaser, the Company or such Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use their commercially its reasonable efforts to obtainprovide the Purchaser or the Company or such Subsidiary, prior to as the date case may be, with the rights and benefits of the mailing of the proxy statement relating to the Pantheon Stockholders Meetingaffected lease, (i) all necessary approvals from GM’s shareholders license, contract, commitment or other agreement or arrangement for the Transactions contemplated under this Agreement in accordance with term of such lease, license, contract or other agreement or arrangement, and, if the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to Seller provides such rights and benefits, the Transactions contemplated by this Agreement in accordance with Company or such Subsidiary, as the HKSE Listing Rules; (iii) all necessary approvals in order to terminate case may be, shall assume the CSC Option Scheme; obligations and (iv) all necessary approvals in order to implement the provisions of Section 5.2burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Without prejudice to the provisions of Section 5.03(b), the Purchaser shall use their commercially its reasonable best efforts to promptly obtain all material Consents authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents Ancillary Agreements and the lawful operation of the Business immediately after Closing. The Sellers will cooperate with Pantheon the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, the Purchaser 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 required under the HSR Act, and the Purchaser and the Sellers shall each pay 50% of all such fees or other payments for any other authorization, consent, order or approval of any other Governmental Authority. None of the Sellers or the Purchaser shall take any action that would have the effect of delaying, impairing or impeding in any material respect the receipt of any required approvals. (b) The Sellers and the Purchaser each agree to make, or to cause to be made, an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 15 Business Days 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. In addition, each Party agrees to make, or to cause to be made, reasonably promptly any filing that may be required under the antitrust or competition laws of the jurisdictions listed in Section 3.05(b) of the Disclosure Schedule (the satisfaction of the requirements of such U.S. and non-U.S. antitrust and competition laws being referred to as the “Antitrust Approvals”). The Purchaser agrees to take promptly, and in any event, within 45 days after the date of this Agreement, all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state and local and non-U.S. antitrust or competition authority or any other Person so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders or otherwise, the termination of existing contractual relationships and contractual rights and obligations, the amendment or termination of existing licenses or other agreements and the execution of new licenses or other agreements, the sale or disposition of such of its assets or businesses or of the assets or business to be acquired by it pursuant to this Agreement as are required to be divested, in each case in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. (c) Each Warrantor Party to this Agreement shall give promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, and unless prohibited by applicable Law from doing so, permit the other Party to review in advance any proposed communication by such notices Party to third parties any Governmental Authority. No Party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless, to the extent permitted by Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties 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. Subject to the Confidentiality Agreement, the Parties to this Agreement will provide each other with copies of all correspondence, filings or 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 by this Agreement. (d) The Sellers shall, and shall cause the Mexican Subsidiaries to, use its commercially or their reasonable best efforts to obtain such third party consents consents, orders, approvals, releases, waivers, and estoppel certificates as are required with respect to consummate the Transactions. (ccontracts and agreements listed in Section 3.04(c) Each of the Warrantors Disclosure Schedule as the Purchaser may reasonably deem necessary; provided, however, that none of the Sellers nor any Mexican Subsidiary shall be obligated to pay any consideration therefor, to incur any additional liability or obligation in connection therewith, or to remain secondarily liable therefor. The Purchaser shall cooperate and use commercially its reasonable best efforts to assist the other Sellers and the Mexican Subsidiaries in giving such notices and obtaining such consents and estoppel certificates as are other releases; provided that Purchaser shall not be required to consummate pay any consideration therefor or incur any additional liability or obligation therewith without its prior written consent. (e) The Sellers and the TransactionsPurchaser agree that, in the event that any such authorization, consent, order or approval by any Governmental Authorities or third parties is not obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery of the affected Transferred Assets if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, except to the extent that a condition to Closing set forth in Article VIII shall not have been satisfied or waived, the Closing shall occur notwithstanding the foregoing and without any adjustment to the Purchase Price on account of such authorization. Following the Closing, the Sellers will cooperate with the Purchaser and use their reasonable best efforts to assist the Purchaser in attempting to obtain such authorization, consent, release, waiver, order or approval as promptly as practicable thereafter; provided, however, that none of the Sellers shall be obligated to pay any consideration therefor, to incur any additional liability or obligation in connection therewith, or to remain secondarily liable therefor. Pending such Warrantor authorization, consent, release, waiver, order or approval or if such authorization, consent, release, waiver, order or approval cannot be obtained, the Sellers will (at no additional cost to the Purchaser) use their reasonable best efforts to provide, or cause to be provided to the Purchaser, the rights and benefits of the affected Transferred Assets, and, if the Sellers provide such rights and benefits, the Purchaser shall have no obligation assume the obligations and burdens thereunder. (f) The Sellers shall and shall cause each of their respective officers, employees, advisors, auditors and agents to give any guarantee or other consideration of any nature provide all reasonable cooperation and assistance reasonably requested by the Purchaser in connection with the seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business financing of the Target. (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions transactions contemplated by this Agreement including using their respective reasonable best efforts to cause appropriate officers and employees to be available on a customary basis to meet with prospective lenders and investors in accordance presentations, meetings, road shows and due diligence sessions, to assist with the HKSE Listing Rulespreparation of disclosure documents in connection therewith, to execute and deliver any pledge and security documents or other definitive financing documents and to assist in obtaining other customary items required to satisfy any closing conditions of Purchaser’s debt financing. (g) The Sellers shall use their reasonable best efforts to deliver to Purchaser, no later than the 30th day after the end of each month ending after March 31, 2004, an unaudited income statement for the Business for such month, substantially in the form of the unaudited Financial Statements. The Sellers shall use their reasonable best efforts to deliver to the Purchaser, copies of financial statements and other financial information described on Section 5.03(g) of the Disclosure Schedule on or before the dates set forth therein, in a form meeting the requirements of Regulation S-X under the Securities Act (collectively the “Covered Financial Statements”). The Sellers waive the restrictions on use and disclosure in the Confidentiality Agreement with respect to use and disclosure by the Purchaser of the Financial Statements and other financial information pertaining to Sellers received pursuant to this Section 5.03(g) in the course of obtaining the debt financings described in Section 4.07 of this Agreement; and (h) Sellers shall use reasonable best efforts to cause Sellers’ Accountants to take such actions as Sellers may reasonably request in connection with the Financing, including, without limitation, to (i) obtain the consent of Sellers’ Accountants to the use of its reports on the audited Covered Financial Statements, (ii) deliver a “comfort letter” in a form meeting the requirements of SAS 72 or such other form as may be reasonably requested by Purchaser, (iii) all necessary approvals in order to terminate the CSC Option Scheme; perform a SAS 100 review of any unaudited Covered Financial Statements, and (iv) all participate, at Purchaser’s request, in the preparation of any registration statement, prospectus or offering memorandum that includes, or incorporates by reference, the foregoing financial information. (i) The Purchaser shall provide the Sellers with reasonable access to its books, records, information systems, and personnel of the Purchaser and its subsidiaries, as is necessary approvals for the Sellers to prepare the financial statements referred to in order to implement the provisions Item 5 of Section 5.25.03(g) of the Disclosure Schedule (the “Post-Closing Financial Statements”). The Purchaser shall also provide to the auditors conducting any such audit such “management representation” letters as are reasonably necessary to complete the Post-Closing Financial Statements. The Purchaser shall pay (x) all reasonable professional fees and expenses and (y) all reasonable out-of-pocket travel expenses of the Sellers, incurred by the Sellers in connection with the completion of the Post-Closing Financial Statements.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each Party shall use their commercially its reasonable best efforts to obtain all material Consents that may be are or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents to which it is a party and will reasonably cooperate with Pantheon the other Party in promptly seeking to obtain all such authorizationsConsents, consentsincluding, orders and approvalsbut not limited to any matters involving Government Antitrust Entities. (b) Each Warrantor Party shall give promptly such notices to third parties and use its commercially their reasonable best efforts to obtain such third party consents and estoppel certificates Consents as are required to consummate the Transactions. (c) Each of the Warrantors Party shall cooperate and use commercially its reasonable best efforts to assist the any other Party in giving such notices and obtaining such consents and estoppel certificates Consents as are required to consummate the Transactions. (d) Notwithstanding the generality of the foregoing, and upon the terms and subject to the conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to cause the conditions to the obligations of the other parties hereunder to be satisfied and to consummate the Transactions, including making all necessary filings (including filings under the HSR Act) with any Government Antitrust Entity, and obtaining all necessary waivers, clearances, Consents and approvals from, and taking all steps to avoid any Action or proceeding by, any Government Antitrust Entity. (e) To the extent required, each Party will use its commercially reasonable best efforts to promptly prepare and file, or cause to be promptly prepared and filed, with the appropriate Government Antitrust Entity not later than ten Business Days after the date of this Agreement (unless otherwise mutually agreed among the Parties) any notification with respect to the Transactions that may be required pursuant to the HSR Act in which each requests early termination of the waiting period thereunder. Each Party shall respond, as promptly as reasonably practicable, to all information requests from a Government Antitrust Entity under the HSR Act, and shall reasonably cooperate with the other Parties in responding to any such request. Each Party will furnish to the other (or its outside counsel) such information and assistance as may be reasonably requested in connection with the foregoing; provided, however, that such Warrantor shall have no obligation one Party disclosing information to give any guarantee or other consideration of any nature in connection another may do so on the condition that it be shared only with the seeking of receiving Party’s outside counsel who, in turn, agrees to treat such Consent or to consent information as confidential and not disclose it to any change in third-parties without the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business advance written consent of the Target. (d) The Warrantors shall party who disclosed the information. Each Party will use their its commercially reasonable efforts to obtain, prior to the date resolve favorably any review or consideration of the mailing antitrust aspects of the proxy statement relating Transactions by any Government Antitrust Entity with jurisdiction over the enforcement of any applicable Antitrust Legal Requirements. Each of the Parties shall promptly inform the other Parties of any substantive communication to or from the Pantheon Stockholders MeetingFederal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any other Governmental Entity regarding the Transactions. Each of the Parties will consult and cooperate with one another in advance, and will consider in good faith the views of one another, in connection with any communication, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, or other submission made to a Government Antitrust Entity in connection with any investigation or proceeding conducted under either (i) the HSR Act; or (ii) any foreign competition statute enforced by any Government Antitrust Entity. Except as may be prohibited by any Government Antitrust Entity, in connection with any investigation or proceeding under the HSR Act concerning the Transactions, each of the Parties shall permit Representatives of the other Parties (which may, as appropriate, be limited to outside counsel), to be present and participate in all necessary approvals from GM’s shareholders for meetings, conferences, or other communications with a Government Antitrust Entity relating to any such proceeding or investigation. (f) In furtherance and not in limitation of the efforts referred to above in this Section 5.5, if any objections are asserted with respect to the Transactions contemplated under the HSR Act, or if any Action, suit or proceeding is instituted (or threatened to be instituted) by the FTC, the DOJ or any other Governmental Entity or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of the Transactions, each Party shall use its commercially reasonable efforts to resolve any such objections or actions, suits or proceedings so as to permit the consummation of the Transactions as expeditiously as possible. (g) Notwithstanding the foregoing in this Agreement in accordance with Section 5.5, none of Parent or its Affiliates shall be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the HKSE Listing Rulessale, divestiture, license or other disposition of any material portion of the capital stock, assets, rights, products or businesses of Parent, the Company, or their respective Subsidiaries or Affiliates; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation agree to any material restrictions on the Transactions contemplated by this Agreement in accordance with activities of Parent or its Subsidiaries or Affiliates (including, after the HKSE Listing RulesClosing, the Company); (iii) all necessary approvals in order to terminate the CSC Option Schemewaive any material rights; and (iv) all necessary approvals defend, commence or prosecute any Action; or (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in order to implement any suit or proceeding that would otherwise have the provisions effect of Section 5.2preventing or delaying the consummation of the Transactions.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Parent shall use their commercially all reasonable efforts to obtain (or cause the Company, SAP Thai and the Other Sellers to obtain) all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with Pantheon the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five 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. In addition, each Party agrees to make, or cause to be made, promptly any filing that the Purchaser identifies to Parent as being required under any other non-United States antitrust, merger control or competition Law or by any other antitrust, merger control or competition authority. The Purchaser will be responsible for paying the normal filing fees incurred by the Purchaser and Parent in connection with the HSR Act filings and the similar merger control or competition Law filings being made by the parties in the United Kingdom and Germany; provided, however, that the Purchaser shall not be responsible for paying any other fees or expenses incurred by Parent (including, without limitation, counsel fees) in connection with the preparation of such filings. (b) Each Warrantor Parent shall, or shall cause the Company, SAP Thai and the Other Sellers to, give promptly such notices to third parties and use its commercially or their reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the TransactionsPurchaser may reasonably deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable efforts to assist the other Parent in giving such notices and obtaining such consents and estoppel certificates as are required consents. (d) In connection with any consent that may be requested by Parent or Purchaser, neither party to consummate the Transactions; provided, however, that such Warrantor this Agreement shall have no any obligation to give any guarantee or other financial or similar consideration of any nature in connection with the seeking of such Consent any notice or consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor either party in its reasonable sole and absolute discretion may deem adverse to the interests of Pantheonsuch party, Warrantors the Company, SAP Thai or the business of the TargetSAP Business. (de) The Warrantors Parent and the Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the SAP Business, the Company or SAP Thai or any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Parent, the Company, SAP Thai or an Other Seller is a party is not obtained prior to the Closing (and the parties acknowledge and agree that, except as set forth herein, no such consent, approval or authorization shall be a condition to the Purchaser's obligation to close), Parent will, subsequent to the Closing, cooperate with the Purchaser, the Company and SAP Thai in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, except with respect to customer contracts, Parent shall use their commercially its reasonable efforts to obtainprovide the Purchaser, prior to the date Company, SAP Thai or the SAP Business, as the case may be, with the rights and benefits of the mailing of the proxy statement relating to the Pantheon Stockholders Meetingaffected lease, (i) all necessary approvals from GM’s shareholders license, contract, commitment or other agreement or arrangement for the Transactions contemplated under this Agreement in accordance with term of such lease, license, contract or other agreement or arrangement, and, if Parent provides any such rights and benefits, the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to Purchaser, the Transactions contemplated by this Agreement in accordance with Company or SAP Thai, as the HKSE Listing Rules; (iii) all necessary approvals in order to terminate case may be, shall assume the CSC Option Scheme; obligations and (iv) all necessary approvals in order to implement the provisions of Section 5.2burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Company shall use their its commercially reasonable efforts to obtain all material Consents that may be are or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents to which it is a party and will reasonably cooperate with Pantheon Parent in promptly seeking to obtain all such authorizationsConsents, consentsincluding, orders and approvalsbut not limited to any matters involving Government Antitrust Entities. (b) Each Warrantor The Company shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates Consents as are required to consummate the Transactions. (c) Each of the Warrantors The Company shall cooperate and use its commercially reasonable efforts to assist the any other Party in giving such notices and obtaining such consents and estoppel certificates Consents as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business of the Target. (d) The Warrantors shall Notwithstanding the generality of the foregoing, and upon the terms and subject to the conditions of this Agreement, each Party will use their its commercially reasonable efforts to obtaintake, prior or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to cause the conditions to the obligations of the other parties hereunder to be satisfied and to consummate the Transactions, including making all necessary filings (including filings under the HSR Act) with any Government Antitrust Entity, and obtaining all necessary waivers, clearances, Consents and approvals from, and taking all steps to avoid any Action or proceeding by, any Government Antitrust Entity. (e) To the extent required, each of the Parties will use its commercially reasonable efforts to promptly prepare and file, or cause to be promptly prepared and filed, with the appropriate Government Antitrust Entity not later than ten (10) Business Days after the date of this Agreement (unless otherwise mutually agreed among the mailing Parties) a notification with respect to the Transactions pursuant to the HSR Act in which each requests early termination of the proxy statement waiting period thereunder. Each of the Parties shall respond, as promptly as reasonably practicable to all information requests from a Government Antitrust Entity under the HSR Act, and shall reasonably cooperate with each other in responding to any such request. Each of the Parties will furnish to the other (or its outside counsel) and, upon request, to any Government Antitrust Entity, such information and assistance as may be reasonably requested in connection with the foregoing, including by responding promptly to and complying fully with any request for additional information or documents under the HSR Act; provided, that in no event shall a Party be obligated to provide the other Parties any portion of the information and materials it furnishes to a Government Antitrust Entity in connection with its HSR filing that is not customarily furnished to the other Parties to a transaction in connection with HSR Act filings. Each of the Parties will use its commercially reasonable efforts to resolve favorably any review or consideration of the antitrust aspects of the Transactions by any Government Antitrust Entity with jurisdiction over the enforcement of any applicable Antitrust Laws. Each of the Parties shall promptly inform the other Parties of any communication to or from the Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any other Governmental Entity regarding the Transactions. Each of the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any communication, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, or other submission made to a Government Antitrust Entity in connection with any investigation or proceeding under the HSR Act relating to the Pantheon Stockholders MeetingTransactions. Except as may be prohibited by any Government Antitrust Entity, in connection with any investigation or proceeding under the HSR Act concerning the Transactions, each of the Parties shall permit Representatives of the other Parties to be present and participate in all meetings, conferences, or other communications with a Government Antitrust Entity relating to any such proceeding or investigation. (f) In furtherance and not in limitation of the efforts referred to above in this Section 5.6, if any objections are asserted with respect to the Transactions under the HSR Act, or if any Action, suit or proceeding is instituted (or threatened to be instituted) by the FTC, the DOJ or any other Governmental Entity or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of the Transactions, each Party shall use its commercially reasonable efforts to resolve any such objections or actions, suits or proceedings so as to permit the consummation of the transactions contemplated by this Agreement as expeditiously as possible. (g) Notwithstanding the foregoing in this Section 5.6, none of Parent or its Affiliates shall be obligated to: (i) all necessary approvals from GM’s shareholders for offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rulessale, divestiture, license or other disposition of any material portion of its capital stock, assets, rights, products or businesses; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation agree to any material restrictions on the Transactions contemplated by this Agreement in accordance with activities of Parent or its Affiliates (including, after the HKSE Listing RulesClosing, the Company); (iii) all necessary approvals in order waive any material rights to terminate the CSC Option Schemewhich they are entitled; and (iv) all necessary approvals defend, commence or prosecute any Action; or (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in order any suit or proceeding that would otherwise have the effect of preventing or delaying the consummation of the Transactions. (h) The Company shall cooperate and use its commercially reasonable efforts to implement assist the provisions Parent and its Affiliates in the preparation of Section 5.2a notification for submission to the appropriate PRC Governmental Entity as provided in SAT Notice [2015] No. 7 in connection with indirect transfer of any PRC Subsidiary of the Company that would occur as a result of the Merger (the “Announcement 7 Notification”). The Parties contemplate that Parent will cause the Announcement 7 Notification to be filed with the appropriate PRC Governmental Entity within thirty (30) days following the Closing.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each party shall use their commercially its reasonable best efforts to obtain any authorizations, consents, orders, Permits, certifications, licenses and approvals of any Person and all material Consents Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with Pantheon the other parties in promptly seeking to obtain all such authorizations, consents, orders orders, Permits, certifications, licenses and approvals. (b) Each Warrantor Seller shall give or cause to be given promptly such notices to third parties and use its commercially reasonable best efforts to obtain such third party consents and estoppel certificates as are required to consummate Purchaser may, in its sole discretion, deem necessary or desirable in connection with the Transactionstransactions contemplated by this Agreement. (c) Each of the Warrantors Purchaser shall cooperate and use commercially reasonable efforts to assist the other Seller in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionsconsents; provided, however, however that such Warrantor Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice or consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor Purchaser, in its reasonable discretion sole discretion, may deem adverse to the interests of Pantheon, Warrantors Purchaser or the business of the TargetBusiness. (d) The Warrantors Seller shall use their commercially reasonable efforts transfer or assign all authorizations, consents, orders, Permits, certifications, licenses and approvals to obtainPurchaser, to the extent such of the aforementioned are transferable or assignable; or to the extent that they are not transferable or assignable, Seller shall cooperate with Purchaser to provide any required notices to Governmental Authorities and to secure new authorizations, consents, orders, Permits, certifications, licenses and approvals which shall be required for the continued operation of the Business. (e) Seller and Purchaser further agree that, if any authorization, consent, order, Permit, certification, license or approval necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Seller is a party is not obtained or received prior to the date Closing, subject to the right of Purchaser in such event not to consummate the purchase of the mailing Acquired Assets pursuant to this Agreement, Seller will, subsequent to the Closing, cooperate fully with Purchaser in attempting to obtain such authorizations, consents, orders, Permits, certifications, licenses and approvals as promptly thereafter as practicable. In such event, if such authorizations, consents, orders, Permits, certifications, licenses or approvals cannot be obtained, Seller shall use its reasonable best efforts to provide Purchaser with the rights and benefits of the proxy statement relating to the Pantheon Stockholders Meetingaffected lease, (i) all necessary approvals from GM’s shareholders license, contract, commitment or other agreement or arrangement for the Transactions contemplated under this Agreement term of such lease, license, contract or other agreement or arrangement and, if Seller provides such rights and benefits to Purchaser, Purchaser shall bear the executory obligations and burdens thereunder. In no event, however, shall any lease, license, contract, commitment or other agreement or arrangement be deemed to have been assigned to Purchaser if such assignment would violate the terms thereof, except as Purchaser and Seller may otherwise agree in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2writing at such time.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Seller shall, and shall cause each other member of the Target Group to use their commercially its reasonable efforts to obtain all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement (including the Pre-Closing Restructuring) and the other Transaction Documents to which it is a party, and will cooperate fully with Pantheon Purchaser Parent and the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to any antitrust Law with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of the Original MPA and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to any applicable antitrust Law. (b) Each Warrantor The Seller shall, or shall cause each other member of the Target Group to, give promptly such notices to third parties and use its commercially or their reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate Purchaser Parent or the Transactions. (c) Each of Purchaser may in its reasonable discretion deem necessary in connection with the Warrantors shall cooperate and use commercially reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionstransactions contemplated by this Agreement; provided, however, that such Warrantor the Seller shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor the Seller in its reasonable discretion may deem adverse to the interests of Pantheonthe Seller, Warrantors any of its Affiliates or any member of the Target Group or the business Acquired Business. (c) Subject to the arrangements provided under (i) Section 5.01 with respect to the Co-Development Brand Hotel Contracts and (ii) the MEB Subject Hotel Management Agreement, Purchaser Parent shall (and shall ensure that the Purchaser shall) cooperate to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that neither Purchaser Parent nor the Purchaser shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Purchaser Parent or the Purchaser in its reasonable discretion may deem adverse to the interests of any member of the TargetTarget Group or the Acquired Business. (d) The Warrantors Subject to the arrangements provided under Section 5.01 and the MEB Subject Hotel Management Agreement, the parties agree that, in the event that any consent, approval or authorization necessary for the Acquired Business or each other member of the Target Group, any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which each other member of the Target Group is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser and each member of the Target Group in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable in accordance with the provisions of this Agreement and the MEB Subject Hotel Management Agreement. If such consent, approval or authorization cannot be obtained, the Seller shall use their commercially reasonable efforts to obtain, prior to provide the date Purchaser or the relevant member of the mailing Target Group, as the case may be, with the rights and benefits of the proxy statement relating to the Pantheon Stockholders Meetingaffected lease, (i) all necessary approvals from GM’s shareholders license, contract, commitment or other agreement or arrangement for the Transactions contemplated under this term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the relevant member of the Target Group shall assume the obligations and burdens thereunder. The parties agree that by way of the Seller or its Affiliates entering into the MEB Subject Hotel Management Agreement in accordance and the Cooperation and Pipeline Hotel Agreement, the Seller has fulfilled its obligations to provide the Purchaser or the relevant member of the Target Group, as the case may be, with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to rights and benefits of the Transactions contemplated by this Agreement in accordance with MEB Franchise Agreements and the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2MEB Management Contracts covered thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each of Purchaser and the Company shall use their commercially its reasonable best efforts to obtain all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents Agreements and will cooperate fully with Pantheon the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Company shall, and shall cause the applicable Subsidiaries to (i) submit complete application documents for the Article 71 Waiver within two (2) Business Days after the Effective Date; (ii) supply as promptly as practicable to MEMR or other Government Authorities any additional information and documentary material that may be requested by MEMR or other Government Authorities; and (iii) at Purchaser’s request, provide or make available as promptly as practicable all information and documentary materials to enable Purchaser to make appropriate filings under the Anti-trust Laws in connection with the Transactions. (b) Each Warrantor The Company shall give promptly such notices to third parties and use its commercially reasonable best efforts to obtain such third party consents and estoppel certificates as are required to consummate Purchaser may in its reasonable discretion deem necessary or desirable in connection with the Transactions. (c) Each of the Warrantors Purchaser shall cooperate and use commercially its reasonable best efforts to assist the other Company in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor Purchaser in its reasonable sole discretion may deem adverse to the interests of PantheonPurchaser, Warrantors the Company, any Subsidiary or the business of the Targettheir respective businesses. (d) The Warrantors Company shall, and shall use their commercially reasonable efforts to obtaincause the Subsidiaries to, prior to provide all such information, analysis, technical and other reports and documents and execute all such applications, documents and other things as may be required by the date of the mailing of the proxy statement relating to the Pantheon Stockholders MeetingHKSE, (i) all necessary approvals from GM’s shareholders any other Governmental Authority or Purchaser for the Transactions contemplated purposes of obtaining the Purchaser Shareholders Approval, the Exchange Approvals and any consent or waiver from the HKSE required under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal Rules and/or facilitating Purchaser to prepare and issue any announcement and circular in relation to the Transactions contemplated by this Agreement in accordance connection with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2Transactions.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Subject to clause (c) of this Section 6.5, each of the parties shall use their commercially all reasonable efforts to (i) obtain all material Consents permits, authorizations, consents, orders and approvals of all Government Authorities that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement, including those consents set forth in the Company Disclosure Schedule; (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iii) fulfill all conditions to the Transaction Documents and will such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with Pantheon the other party in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals, giving such notice and making such filings. (b) Each Warrantor party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date of this Agreement (including a request for early termination of the applicable waiting period under the HSR Act), shall give supply promptly such notices any additional information and documentary material that may be requested by any Governmental Authority and to third parties supply as promptly as practicable to the appropriate Governmental Authorities any additional information and use documentary material that may be requested pursuant thereto. Buyer shall have no obligations to divest any of its commercially reasonable efforts businesses or assets or to obtain such third party consents and estoppel certificates as are required engage in litigation in order to consummate secure approval under the TransactionsHSR Act. (c) Each party hereto shall be responsible for the payment of its expenses, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Governmental Authority. Buyer shall pay all filing fees required under the Warrantors shall cooperate and use commercially reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business of the TargetHSR Act. (d) The Warrantors shall Each of Buyer and the Merger Sub, on the one hand, and the Company on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite permits, authorizations, consents, orders and approvals for the transactions contemplated by this Agreement, use their commercially its reasonable best efforts to obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) cooperate in all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement respects with each other in accordance connection with the HKSE Listing Rules; any filing or submission and in connection with any investigation or other inquiry, (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation keep the other party reasonably informed of the status of matters related to the Transactions transactions contemplated by this Agreement in accordance Agreement, including furnishing the other with the HKSE Listing Rules; any written notices or other communications received by such party from, or given by such party to, any Governmental Authority and (iii) all necessary approvals permit the other party to review any communications given by it to, and consult with each other in order advance of any meeting or conference with, any Governmental Authority; provided that nothing will prevent a party from responding to terminate the CSC Option Scheme; and (iv) all necessary approvals or complying with a subpoena or other legal process required by Law or submitting factual information in order response to implement the provisions of Section 5.2a request therefor.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Subject to the terms and conditions of this Agreement, prior to the Closing, each of Buyer and Parent shall use 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 material Consents necessary consents for the assignment and transfer of the IT Contracts and provision of the services under the Transition Services Agreements, it being agreed that may in connection with obtaining such consents (i) Seller and Buyer shall each be responsible for one-half (1/2) of all costs and expenses owed to the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the services under the Transition Services Agreements, and (ii) neither party shall be obligated to make, or become necessary for their execution and delivery responsible to pay the cost of, and the performance of their obligations pursuant 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 than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain any consent or approval required or reasonably advisable for the 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 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 third 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 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 Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to any confidential information included in such application or filing) and 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 filings required under any applicable Competition Laws in connection with this Agreement and the Transaction Documents transactions contemplated hereby, including filing the Notification and will cooperate with Pantheon in promptly seeking Report Forms required pursuant to obtain all such authorizationsthe HSR Act no later than ten (10) Business Days following the Agreement Date, consents, orders and approvalsusing 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 the Seller Disclosure Schedule no later than fifteen (15) Business Days following the Agreement Date. Buyer shall bear the filing fees of any required filing under the applicable Competition Laws. (b) Each Warrantor Without limiting the generality of Section 5.03(a), each of Buyer and Parent shall give promptly such notices to third parties (and shall use its commercially reasonable efforts to obtain such third party consents cause its Affiliates, directors, officers, employees, agents, attorneys, accountants and estoppel certificates as are required representatives to) consult and fully cooperate with and provide assistance to one another in seeking early termination of any waiting period under the HSR Act or any foreign acquisition control or Competition Laws, if applicable, and use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Governmental Order that would restrain, prevent or materially delay consummation of the transactions contemplated hereby. Subject to the provisions of this Section 5.03, neither Buyer nor Parent shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or any Competition Laws or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control Laws or Competition Laws not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of one another, and neither Buyer nor Parent, nor their respective Affiliates, shall withdraw its initial filing under the HSR Act contemplated by this Section 5.03, or any similar filing concerning acquisition control Laws or Competition Laws, with the intent to refile such filing unless the other party has consented in advance to such withdrawal and refiling. (c) Each of Buyer and Parent shall (i) promptly notify one another of any written or verbal communication to that party from any Governmental Authority located in the Warrantors shall cooperate United States or outside of the United States with respect to the transactions contemplated by this Agreement or any application to or filing with such Governmental Authority in connection with this Agreement and, subject to applicable Law, if practicable, permit one another to review in advance or engage in consultation, as appropriate, concerning any proposed substantive written or verbal communication with respect to such matters to any such Governmental Authority and use commercially reasonable efforts to assist incorporate the other parties’ reasonable comments, (ii) not agree to participate in giving any substantive meeting or discussion with any such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration Governmental Authority in respect of any nature filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, (iii) respond as fully and promptly as reasonably practicable to any inquiries or requests for information or documents received from any Governmental Authority in connection with the seeking of such Consent filings under the HSR Act or to consent to any change in the terms of any agreement other similar filings concerning acquisition control Laws or arrangement which such Warrantor in its reasonable discretion may deem adverse Competition Laws related to the interests transactions contemplated hereby, and (iv) furnish one another with copies of Pantheonall correspondence, Warrantors filings and written communications between such parties and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the business other hand, with respect to this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the TargetBusiness, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior Notwithstanding any other provision of this Agreement to the date contrary, if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of the mailing HSR Act or any foreign acquisition control Laws or Competition Laws, or if any Law or Governmental Order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the proxy statement relating to the Pantheon Stockholders Meetingtransactions contemplated hereby, Buyer shall, and shall cause its Subsidiaries to, (i) sell, hold separate or otherwise dispose of or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or (iii) permit the sale, holding separate or other disposition of, any assets of Buyer or its Subsidiaries, or conduct its business in a specified manner, and (iv) contest and resist any such Action, in all of such cases of (i) through (iv), as may be required to avoid the commencement of any such Action, or if already commenced, to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby and to have such Law or Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated hereby; provided that neither Buyer nor its Affiliates shall be required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of Buyer and its Affiliates as they would exist after the Closing, taken as a whole. Parent shall not, without the written consent of Buyer, publicly or before any Governmental Authority or other Person, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Section 5.03(d). (e) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary approvals from GM’s shareholders for to consummate the Transactions transactions contemplated under this Agreement in accordance with hereby or the HKSE Listing Rulesexpiration or termination of any applicable waiting period; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to increase the Transactions risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement in accordance with the HKSE Listing Ruleshereby; (iii) all necessary approvals in order increase the risk of not being able to terminate the CSC Option Schemeremove any such Governmental Order on appeal or otherwise; and or (iv) all necessary approvals in order to implement materially delay or prevent the provisions consummation of Section 5.2the transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Subject to the terms and conditions of this Agreement, prior to the Closing (or the Delayed Closing or Later Closing with respect to the Assets transferring at the Delayed Closing or Later Closing, respectively), each of Buyer and Parent shall use 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, the Delayed Closing or any Later 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, the Delayed Closing or such Later Closing, respectively, 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 material Consents necessary consents for the assignment and transfer of the IT Contracts and provision of the services under the Transition Services Agreements, it being agreed that may in connection with obtaining such consents (i) Seller and Buyer shall each be responsible for one-half (1/2) of all costs and expenses owed to the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the services under the Transition Services Agreements, and (ii) neither party shall be obligated to make, or become necessary for their execution and delivery responsible to pay the cost of, and the performance of their obligations pursuant 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 than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain any consent or approval required or reasonably advisable for the 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 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 third 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 extent it would be an Assumed Liability. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person, no such consent (or amendment, assignment or novation of a Contract that acts as a consent) with respect to any Purchased Assets shall modify any of the terms or conditions of this Agreement. 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 Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to any confidential information included in such application or filing) and 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 filings required under any applicable Competition Laws in connection with this Agreement and the Transaction Documents transactions contemplated hereby, including filing the Notification and will cooperate with Pantheon in promptly seeking Report Forms required pursuant to obtain all such authorizationsthe HSR Act no later than ten (10) Business Days following the Agreement Date, consents, orders and approvalsusing 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 the Seller Disclosure Schedule no later than fifteen (15) Business Days following the Agreement Date. Buyer shall bear the filing fees of any required filing under the applicable Competition Laws. (b) Each Warrantor Without limiting the generality of Section 5.03(a), each of Buyer and Parent shall give promptly such notices to third parties (and shall use its commercially reasonable efforts to obtain such third party consents cause its Affiliates, directors, officers, employees, agents, attorneys, accountants and estoppel certificates as are required representatives to) consult and fully cooperate with and provide assistance to one another in seeking early termination of any waiting period under the HSR Act or any foreign acquisition control or Competition Laws, if applicable, and use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Governmental Order that would restrain, prevent or materially delay consummation of the transactions contemplated hereby. Subject to the provisions of this Section 5.03, neither Buyer nor Parent shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or any Competition Laws or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control Laws or Competition Laws not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of one another, and neither Buyer nor Parent, nor their respective Affiliates, shall withdraw its initial filing under the HSR Act contemplated by this Section 5.03, or any similar filing concerning acquisition control Laws or Competition Laws, with the intent to refile such filing unless the other party has consented in advance to such withdrawal and refiling. (c) Each of Buyer and Parent shall (i) promptly notify one another of any written or verbal communication to that party from any Governmental Authority located in the Warrantors shall cooperate United States or outside of the United States with respect to the transactions contemplated by this Agreement or any application to or filing with such Governmental Authority in connection with this Agreement and, subject to applicable Law, if practicable, permit one another to review in advance or engage in consultation, as appropriate, concerning any proposed substantive written or verbal communication with respect to such matters to any such Governmental Authority and use commercially reasonable efforts to assist incorporate the other parties’ reasonable comments, (ii) not agree to participate in giving any substantive meeting or discussion with any such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration Governmental Authority in respect of any nature filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, (iii) respond as fully and promptly as reasonably practicable to any inquiries or requests for information or documents received from any Governmental Authority in connection with the seeking of such Consent filings under the HSR Act or to consent to any change in the terms of any agreement other similar filings concerning acquisition control Laws or arrangement which such Warrantor in its reasonable discretion may deem adverse Competition Laws related to the interests transactions contemplated hereby, and (iv) furnish one another with copies of Pantheonall correspondence, Warrantors filings and written communications between such parties and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the business other hand, with respect to this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the TargetBusiness, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior Notwithstanding any other provision of this Agreement to the date contrary, if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of the mailing HSR Act or any foreign acquisition control Laws or Competition Laws, or if any Law or Governmental Order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the proxy statement relating to the Pantheon Stockholders Meetingtransactions contemplated hereby, Buyer shall, and shall cause its Subsidiaries to, (i) sell, hold separate or otherwise dispose of or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or (iii) permit the sale, holding separate or other disposition of, any assets of Buyer or its Subsidiaries, or conduct its business in a specified manner, and (iv) contest and resist any such Action, in all of such cases of (i) through (iv), as may be required to avoid the commencement of any such Action, or if already commenced, to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby and to have such Law or Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated hereby; provided that neither Buyer nor its Affiliates shall be required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of Buyer and its Affiliates as they would exist after the Closing, taken as a whole. Parent shall not, without the written consent of Buyer, publicly or before any Governmental Authority or other Person, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Section 5.03(d). (e) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary approvals from GM’s shareholders for to consummate the Transactions transactions contemplated under this Agreement in accordance with hereby or the HKSE Listing Rulesexpiration or termination of any applicable waiting period; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to increase the Transactions risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement in accordance with the HKSE Listing Ruleshereby; (iii) all necessary approvals in order increase the risk of not being able to terminate the CSC Option Schemeremove any such Governmental Order on appeal or otherwise; and or (iv) all necessary approvals in order to implement materially delay or prevent the provisions consummation of Section 5.2the transactions contemplated hereby.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Seller shall use their commercially its reasonable commercial efforts to obtain all material Consents authorizations, consents, orders and approvals of all third parties, including all Governmental Authorities and officials that may be or become reasonably necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents Ancillary Agreements and will cooperate fully with Pantheon the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement 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. The filing fee for such HSR Act filing shall be borne by the Purchaser. (b) Each Warrantor The Seller shall give promptly such notices to third parties cooperate and use its commercially reasonable commercial efforts to obtain or assist the Purchaser in obtaining such third party consents and estoppel certificates as are required to consummate may be reasonably necessary or desirable in connection with the Transactionstransactions contemplated by this Agreement. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable efforts to assist the other Seller in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor the Purchaser in its reasonable sole discretion may deem adverse to the interests of Pantheon, Warrantors the Purchaser or the business of the TargetBusiness. (d) The Warrantors shall use their commercially reasonable efforts Seller and the Purchaser agree that, in the event that any consent, approval or authorization reasonably necessary or desirable to obtain, preserve for the Business any right or benefit under any Assumed Contract is not obtained prior to the date Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as is reasonably practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable commercial efforts to provide the Purchaser with, or cause to be provided to the Purchaser, the rights and benefits of the mailing affected Assumed Contract for the term of such Assumed Contract. To the extent that any Assumed Contract is not capable of being assigned, transferred, subleased or sublicensed without the consent or waiver of the proxy statement relating other party thereto or any third party including a government or governmental unit, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any law, decree, order, regulation, or other governmental edict, this Agreement shall not constitute an assignment, transfer, sublease or sublicense thereof, or an attempted assignment, transfer, sublease or sublicense of any such Assumed Contract. (e) In using its reasonable commercial efforts to obtain any authorization, order, consent, approval, assignment, estoppel certificate or waiver hereunder, the Pantheon Stockholders MeetingSeller shall not be obligated to incur costs, expenses (including third-party legal fees) and (collectively, “Consent Costs”) which, along with all other Consent Costs incurred by the Seller, (ix) all necessary approvals from GM’s shareholders for exceed $500,000 in the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; aggregate and (ivy) all necessary approvals are other than one-time costs to be paid in order connection with obtaining such authorization, order, consent, approval, assignment or waiver. For the sake of clarity, Audiovox shall not have any obligation to implement the provisions of Section 5.2incur Consent Costs.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each of the Purchaser, Parent and the Seller shall use their commercially its reasonable best efforts to obtain all material Consents authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents Ancillary Agreements and will cooperate fully with Pantheon each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including pursuant to the applicable rules of the German Act against Restraints of Competition. Each party hereto agrees to, if necessary, 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 the applicable rules of the German Act against Restraints of Competition. (b) Each Warrantor The Seller and Parent shall give promptly such notices to third parties and use its commercially their reasonable best efforts to obtain such third party consents and estoppel certificates as are required the Purchaser may reasonably require in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that neither the Seller nor Parent shall have any obligation to consummate give any guarantee or other consideration in connection with any such notice, consent or estoppel certificate or to consent to any change in the Transactionsterms of any agreement or arrangement which the Seller or Parent may reasonably determine to be adverse to their interests. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable efforts to assist the other Seller and Parent in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor that, except as required pursuant to Section 5.04(f), the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion the Purchaser may deem reasonably determine to be adverse to the interests of Pantheon, Warrantors the Purchaser or the business of the TargetBusiness. (d) The Warrantors Seller, Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Parent or any of its Affiliates is a party is not obtained prior to the Closing, the Seller and Parent will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller and Parent shall use their commercially reasonable best efforts to obtain, prior to provide the date Purchaser with the rights and benefits of the mailing affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller and Parent provide such rights and benefits, the Purchaser, as the case may be, shall assume the obligations and burdens thereunder. (e) The Seller, Parent and the Purchaser agree to use their reasonable best efforts to provide the Purchaser with the rights and benefits under any lease, license, contract, commitment or other agreement or arrangement to which Parent or any of its Affiliates is a party pursuant to a Shared Contract for the term of such Shared Contracts; provided that, for contracts or agreements for the purchase of Inventory, other materials or personal property from any supplier, the term of rights and benefits to be provided by the Seller and Parent pursuant to this Section 5.04(e) shall be through December 31, 2006, and, if the Seller and Parent provide such rights and benefits, the Purchaser, as the case may be, shall assume the obligations and burdens thereunder; provided, however, that, in connection with providing the Purchaser with rights and benefits pursuant to Shared Contracts, neither the Seller nor Parent shall have any obligation to give any guarantee or other consideration or to consent to any change in the terms of any agreement or arrangement which the Seller or Parent may reasonably determine to be adverse to their interests. (f) The Purchaser shall use its reasonable best efforts to cause itself to be substituted for Parent or any of its Affiliates, effective as of the proxy statement relating Closing Date or as promptly thereafter as reasonably practicable, in respect of all obligations of Parent and any of its Affiliates under each of the guarantees and other financial assurance arrangements or commitments obtained or entered into by Parent or any of its Affiliates for the benefit of the Business set forth in Section 5.04(f) of the Disclosure Schedule (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has been effected, Parent and its Affiliates shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Pantheon Stockholders MeetingGuarantees. To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has not been effected, the Purchaser shall (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement use its reasonable best efforts to effect such substitution as soon as practicable and (ii) indemnify Parent and its Affiliates with respect to any such Guarantees in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2Article VIII.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Subject to Sections 6.08(b), 6.08(c) and 6.08(d), and upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. (b) Each of the Parties agrees to make an appropriate filing pursuant to the HSR Act, and any other competition or merger control filings that may be required with respect to the transactions contemplated by this Agreement as soon as practicable after the date hereof and, in any event, within five (5) Business Days 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 thereto. Each of the Parties shall use their its commercially reasonable efforts to obtain all material Consents federal, state, local and foreign governmental and regulatory Consents, approvals, licenses and authorizations that may be or become are necessary for their execution the consummation of the transactions contemplated hereby (collectively, the “Governmental Consents and delivery of, and Approvals”). Such commercially reasonable efforts by the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate Parties shall include (1) cooperating fully with Pantheon each other in promptly seeking to obtain all such authorizationsGovernmental Consents and Approvals and (2) responding as promptly as reasonably practicable to any inquiries received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information or documentary material (including substantially complying with any Request for Additional Information pursuant to the HSR Act), consentsand to all inquiries and requests received from any other Governmental Authority in connection therewith and acting in good faith and reasonably cooperating with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any applicable Laws with respect to any such filing. Notwithstanding anything to the contrary in this Agreement, orders and approvals. Buyer shall have no obligation to make any proposals, to execute or perform any agreements or to agree or submit to any orders, consent decrees or other remedial actions of any Governmental Authority that would require Buyer to make or agree to any divestiture of any business or assets of Buyer or the Business, or would impose a material restriction on its businesses (bincluding the Business) Each Warrantor shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the Transactionsor assets. (c) Each The Parties shall consult and cooperate with one another, and consider in good faith the views of the Warrantors shall cooperate one another, in connection with all filings, applications, notices, analyses, appearances, presentations, memoranda, submissions, briefs, arguments, opinions and use commercially reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee proposals made or other consideration submitted by or on behalf of any nature Party before any Governmental Authority in connection with the seeking approval of the transactions contemplated by this Agreement (except with respect to Taxes which shall be subject to the provisions of Section 6.11); provided, that nothing will prevent a Party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in response to a request therefor. For the avoidance of doubt, nothing herein shall require that Buyer or Seller make available to one another, other than through the other such Consent Party’s respective counsel, any Item 4(c) or 4(d) documents that it may include with its HSR Act notification. In addition, except as prohibited by Law, each Party shall (1) promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other Parties to consent review in advance any proposed communication by such Party to any change Governmental Authority and (2) not participate in any meetings or substantive discussions with any Governmental Authority with respect thereto without consulting with and offering the terms Parties a meaningful opportunity to participate in such meetings or discussions. None of the Parties shall agree to any extension, delay or voluntary suspension of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business of the Targetapplicable waiting period. (d) The Warrantors Each Party shall, and shall cause its controlled subsidiaries to, use their commercially reasonable efforts (at its own expense) to obtain, prior and to cooperate in obtaining, all Consents from third parties related to any Contracts pertaining to the date Business to the extent such Contracts require such Consents as a result of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions transactions contemplated by this Agreement the Transaction Agreements; provided, that neither Seller nor any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in accordance with the HKSE Listing Rules; (iiifavor of) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2any Person from whom any such Consent may be required.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors HollySys Stockholders shall use, and shall use their best efforts to cause HollySys Holdings, BJ HLS, HZ HLS and HollySys Subsidiary to use, their commercially reasonable efforts to obtain all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with Pantheon CNCAC in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Each Warrantor The HollySys Stockholders shall give give, and shall use their best efforts to cause HollySys Holdings, BJ HLS, HZ HLS and HollySys Subsidiary to give, promptly such notices to third parties and use its commercially reasonable or their best efforts to obtain such third party consents and estoppel certificates as are required to consummate CNCAC may in its reasonable discretion deem necessary or desirable in connection with the Transactionstransactions contemplated by this Agreement. (c) Each of the Warrantors CNCAC shall cooperate and use commercially all reasonable efforts to assist the other HollySys Holdings, BJ HLS, HZ HLS, HollySys Subsidiary and each HollySys Stockholder in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor CNCAC shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor CNCAC in its reasonable sole discretion may deem adverse to the interests of PantheonCNCAC, Warrantors HollySys Holdings, BJ HLS, HZ HLS, HollySys Subsidiary or the business of the TargetBusiness. (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2.

Regulatory and Other Authorizations; Notices and Consents. (aA) The Warrantors shall Subject to the terms and conditions herein provided, each of the Seller and Purchaser agrees to use their commercially its reasonable best efforts to obtain take, or cause to be taken, all material Consents that may actions and to do, or cause to be done, all things necessary, proper or become necessary for their execution advisable to consummate and delivery of, and make effective as promptly as practicable the performance of their obligations pursuant to, transactions contemplated by this Agreement and the Transaction Documents and will to cooperate with Pantheon in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Each Warrantor shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the Transactions. (c) Each of the Warrantors shall cooperate and use commercially reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its foregoing, including using all reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business of the Target. (d) The Warrantors shall use their commercially reasonable commercial efforts to obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals to refrain from GM’s shareholders for taking any action that would inhibit or delay the Transactions parties' ability to consummate and make effective the transactions contemplated under by this Agreement in accordance with the HKSE Listing RulesAgreement; (ii) to obtain all consents, approvals and authorizations that are required to be obtained from Governmental Authorities; (iii) to obtain, without cost to the Purchaser, all necessary waivers, consents and approvals from HKSE other parties to material leases, contracts, licenses, commitments, agreements and arrangements; (iv) to lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby; (v) to effect all necessary registrations and filings including, but not limited to, submitting notifications required by the HSR Act, including therein a request for GM’s spin-off proposal in relation early termination of the waiting period under the HSR Act, and providing information requested by Governmental Authorities; and (vi) to fulfill all conditions to this Agreement. The Seller and the Purchaser each agree to make, or to cause to be made, an appropriate filing of a notification and report form pursuant to the Transactions HSR Act or, in the case of the Purchaser, use its reasonable best efforts to file an appropriate submission to the OSFI, in each case with respect to the transactions contemplated by this Agreement in accordance with within 10 Business Days after the HKSE Listing Rules; (iii) all necessary approvals in order date of this Agreement and to terminate supply promptly any additional information and documentary material that may be requested pursuant to the CSC Option Scheme; and (iv) all necessary approvals in order to implement HSR Act or by the provisions of Section 5.2OSFI, as applicable.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each party shall for itself use their commercially all reasonable efforts to obtain (or, in the case of each of the Parent Entities and the Sellers separately, cause the Partnership and the Subsidiaries to obtain) all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate with Pantheon in fully promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees for itself 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.1 Without limiting the generality of the foregoing, each party hereto will (i) use all reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law of any preliminary injunction or other order that would make consummation of the transactions contemplated hereby unlawful or would prevent or delay such consummation; and (ii) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps necessary to prosecute an appeal of such an injunction or order, and diligently prosecute such appeal. (b) Each Warrantor The Parent Entities and the Sellers shall or shall cause the Partnership and the Subsidiaries to give promptly such notices to third parties and use its commercially all reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the TransactionsPurchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable efforts to assist the other Partnership in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor neither the Purchaser nor the Parent Entities or Sellers shall have no any obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion the Purchaser may deem adverse to the interests of Pantheonthe Purchaser, Warrantors the Partnership, any Subsidiary or the business of the Targettheir respective businesses. (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior to the date None of the mailing Purchaser, the Parent Entities or the Sellers knows of any reason why all the consents, approvals and authorizations necessary for the consummation of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2.hereby will not be received. 42 37

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each party shall for itself use their commercially all reasonable efforts to obtain (or, in the case of each of the Parent Entities and the Sellers separately, cause the Partnership and the Subsidiaries to obtain) all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate with Pantheon in fully promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees for itself 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. Without limiting the generality of the foregoing, each party hereto will (i) use all reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law of any preliminary injunction or other order that would make consummation of the transactions contemplated hereby unlawful or would prevent or delay such consummation; and (ii) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps necessary to prosecute an appeal of such an injunction or order, and diligently prosecute such appeal. (b) Each Warrantor The Parent Entities and the Sellers shall or shall cause the Partnership and the Subsidiaries to give promptly such notices to third parties and use its commercially all reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the TransactionsPurchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable efforts to assist the other Partnership in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor neither the Purchaser nor the Parent Entities or Sellers shall have no any obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion the Purchaser may deem adverse to the interests of Pantheonthe Purchaser, Warrantors the Partnership, any Subsidiary or the business of the Targettheir respective businesses. (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior to the date None of the mailing Purchaser, the Parent Entities or the Sellers knows of any reason why all the consents, approvals and authorizations necessary for the consummation of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2hereby will not be received.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each party hereto shall use their commercially all reasonable efforts to obtain (or cause the Company and its Subsidiaries to obtain) all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the other Transaction Documents Documents, and they will cooperate fully with Pantheon each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Each Warrantor The Stockholders shall cause the Company and its Subsidiaries to use all reasonable efforts to give promptly such notices to third parties and use its commercially all reasonable efforts to obtain such third party consents and estoppel certificates as are required to consummate the TransactionsPurchaser may reasonably deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable efforts to assist the other Company and its Subsidiaries in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionsconsents; provided, however, that such Warrantor the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice or consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion the Purchaser may reasonably deem materially adverse to the interests of Pantheonthe Purchaser, Warrantors the Company, any Subsidiary or the business of the TargetBusiness. (d) The Warrantors shall use their commercially Stockholders, the Company and Purchaser agree to make reasonable efforts to obtaineffect all necessary filings and submissions under the HSR Act, prior and to comply with other requests for information from Governmental Authorities, to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meetingextent required by Law. Except as may be restricted by Law, (i) all necessary approvals from GM’s shareholders the parties hereto shall cooperate with each other with respect to the obtaining of information needed for the Transactions contemplated under this Agreement preparation of the Notification and Report Forms required to be filed pursuant to the HSR Act by Stockholders and/or the Company and Purchaser in accordance connection with the HKSE Listing Rules; transaction contemplated hereby, and (ii) all necessary approvals from HKSE the parties shall use their reasonable efforts to cooperate and consult with each other with respect to any written or oral responses to any requests for GM’s spin-off proposal additional information or documentary material by the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") in relation connection with the transactions contemplated hereby; provided, however, that nothing herein shall require the parties to exchange information which may be deemed to be of a sensitive or competitive nature. Notwithstanding the foregoing, none of the Purchaser, the Stockholders or the Company shall be obligated to contest any action or decision taken by the FTC or the Antitrust Division or any other Governmental Authority challenging the consummation of the transactions contemplated hereby, and nothing contained in this Agreement shall require Purchaser or its affiliates to agree to hold separate or to divest any of the assets, properties or businesses of Purchaser or any of Purchaser's affiliates or otherwise agree to the Transactions contemplated by this Agreement in accordance with imposition of any material restriction on the HKSE Listing Rules; (iii) all necessary approvals in order to terminate Business or the CSC Option Scheme; operations of Purchaser or any of Purchaser's Affiliates. Purchaser, on the one hand, and (iv) all necessary approvals in order to implement Stockholders, on the provisions other hand, shall each pay 50% of Section 5.2the filing fees required under the HSR Act.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Seller shall use their commercially its reasonable best efforts to obtain (or cause the Company and the Subsidiaries to obtain, as applicable) all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents Ancillary Agreements and will cooperate fully with Pantheon the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to use its reasonable efforts to make such filing within five (5) Business Days of the date hereof, but in no event later than ten (10) Business Days 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 HSR Act. (b) Each Warrantor The Seller shall or shall cause the Company and the Subsidiaries to give promptly such notices to third parties and use its commercially or their reasonable best efforts to obtain such third party consents and estoppel certificates as are required to consummate the TransactionsPurchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Each of the Warrantors The Purchaser shall cooperate and use commercially all reasonable best efforts to assist the other Seller in obtaining the authorizations, consents, orders and approvals of all Governmental Authorities and officials described in Section 5.04(a) and giving such the notices and obtaining such consents and estoppel certificates described in Section 5.04(b), including providing assurances as are required to consummate the Transactionsfinancial capability, resources and creditworthiness as may be reasonably requested by any third party whose authorization or consent is sought hereunder; provided, however, that such Warrantor the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor the Purchaser in its reasonable sole discretion may deem adverse to the interests of Pantheonthe Purchaser, Warrantors the Company or any Acquired Subsidiary; and provided further, however, that notwithstanding anything to the business contrary contained herein, the Purchaser shall not be required to take any action, including entering into a consent decree, hold separate orders or other arrangements, that (i) requires the divestiture of any assets of any of the TargetPurchaser, the Company, any of the Purchaser’s subsidiaries or any Acquired Subsidiary or (ii) limits the Purchaser’s freedom of action with respect to, or its ability to retain, the Company or any Subsidiaries or any portion thereof or any of the Purchaser’s, the Purchaser’s subsidiaries or their respective Affiliates’ assets or businesses. (d) The Warrantors shall use their commercially reasonable efforts Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to obtainpreserve for the Company or any Acquired Subsidiary any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Acquired Subsidiary is a party is not obtained prior to the date Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any such Acquired Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable best efforts to provide the Purchaser, the Company or such Acquired Subsidiary, as the case may be, with the rights and benefits of the mailing of the proxy statement relating to the Pantheon Stockholders Meetingaffected lease, (i) all necessary approvals from GM’s shareholders license, contract, commitment or other agreement or arrangement for the Transactions contemplated under this Agreement in accordance with term of such lease, license, contract or other agreement or arrangement, and, if the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to Seller provides such rights and benefits, the Transactions contemplated by this Agreement in accordance with Company or such Acquired Subsidiary, as the HKSE Listing Rules; (iii) all necessary approvals in order to terminate case may be, shall assume the CSC Option Scheme; obligations and (iv) all necessary approvals in order to implement the provisions of Section 5.2burdens thereunder.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each of the parties to this Agreement shall use its commercially reasonable efforts to perform and fulfill all conditions and obligations on their part to be performed or fulfilled under this Agreement as promptly as practicable and to effect the transactions contemplated by this Agreement expeditiously in accordance with the terms and provisions hereof and to effect the transition and integration of the business and operations of the Business with the business and operations of Buyer and its Affiliates. Each of the parties shall furnish to each other party in a timely manner all information, data and documents in the possession of such party requested by such party as may be required to obtain any necessary regulatory or other approvals of this Agreement or the transactions contemplated by this Agreement and shall otherwise use its commercially reasonable efforts to cooperate fully with Buyer to carry out the purpose and intent of this Agreement and the transactions contemplated hereby. (b) Each party hereto shall use its commercially reasonable efforts to obtain any authorizations, consents, orders and approvals of all material Consents Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to, to this Agreement and will use commercially reasonably efforts to cooperate fully with the Transaction Documents and will cooperate with Pantheon other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Each Warrantor . The Shareholders and each Company shall give promptly such notices to third parties and use its their commercially reasonable efforts to obtain such third party consents and estoppel certificates as are may be required to consummate by each of them or Buyer in connection with the Transactions. (c) Each of the Warrantors transactions contemplated by this Agreement. Buyer shall cooperate and use commercially reasonable efforts to assist the other Sellers in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactions; provided, however, that such Warrantor shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the business of the Targetcertificates. (d) The Warrantors shall use their commercially reasonable efforts to obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Company and the Subsidiaries shall use their commercially reasonable efforts to obtain those authorizations, consents, orders and approvals of all material Consents Governmental Authorities and officials that may be or become necessary for their execution and delivery ofare set forth on Section 5.04(a) of the Disclosure Schedule (the "Required Governmental Consents"), and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with Pantheon Parent in promptly seeking to obtain all such authorizations, consents, orders and approvalsRequired Governmental Consents. (b) Each Warrantor The Company and the Subsidiaries shall give promptly such notices to third parties and use its or their commercially reasonable efforts to obtain such those third party consents and estoppel certificates as that are required to consummate set forth on Section 5.04(b) of the TransactionsDisclosure Schedule (the "Required Third-Party Consents"). (c) Each of the Warrantors Parent shall cooperate and use commercially all reasonable efforts to assist the other Company in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the TransactionsRequired Third-Party Consents; provided, however, that such Warrantor Parent shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor Parent in its reasonable sole discretion may deem adverse to the interests of PantheonParent, Warrantors the Company or the business of the Targetany Subsidiary. (d) The Warrantors Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use their commercially reasonable efforts to obtaintake, prior or cause to be taken, all action, to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practical following the date of Effective Time the mailing of the proxy statement relating transactions contemplated by this Agreement, to the Pantheon Stockholders Meetingobtain in a timely manner all waivers, (i) consents and approvals required by this Agreement and to effect all necessary approvals from GM’s shareholders for registrations and filings and otherwise to satisfy or cause to be satisfied all conditions to its obligations under this Agreement. All parties agree that the Transactions contemplated obligations under this Agreement in accordance with and pursuant to this Section 5.04(d) may require commercially reasonable efforts to cooperate after the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in relation to the Transactions contemplated by this Agreement in accordance with the HKSE Listing Rules; (iii) all necessary approvals Effective Time in order to terminate preserve the CSC Option Scheme; rights and (iv) all necessary approvals in order to implement benefits of the provisions of Section 5.2Surviving Corporation.

Regulatory and Other Authorizations; Notices and Consents. (a) The Warrantors Each of Purchaser and the Company shall use their commercially its reasonable best efforts to obtain all material Consents authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their its execution and delivery of, and the performance of their its obligations pursuant to, this Agreement and the Transaction Documents Agreements and will cooperate fully with Pantheon the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Company shall, and shall cause the applicable Subsidiaries to (i) submit complete application documents for the Article 71 Waiver within two (2) Business Days after the date hereof; (ii) supply as promptly as practicable to MEMR or other Government Authorities any additional information and documentary material that may be requested by MEMR or other Government Authorities; and (iii) at Purchaser’s request, provide or make available as promptly as practicable all information and documentary materials to enable Purchaser to make appropriate filings under the Anti-trust Laws in connection with the Transactions. (b) Each Warrantor The Company shall give promptly such notices to third parties and use its commercially reasonable best efforts to obtain such third party consents and estoppel certificates as are required to consummate Purchaser may in its reasonable discretion deem necessary or desirable in connection with the Transactions. (c) Each of the Warrantors Purchaser shall cooperate and use commercially its reasonable best efforts to assist the other Company in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transactionscertificates; provided, however, that such Warrantor Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with the seeking of any such Consent notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such Warrantor Purchaser in its reasonable sole discretion may deem adverse to the interests of PantheonPurchaser, Warrantors the Company, any Subsidiary or the business of the Targettheir respective businesses. (d) The Warrantors Company shall, and shall use their commercially reasonable efforts to obtaincause the Subsidiaries to, prior to provide all such information, analysis, technical and other reports and documents and execute all such applications, documents and other things as may be required by the date of the mailing of the proxy statement relating to the Pantheon Stockholders MeetingHKSE, (i) all necessary approvals from GM’s shareholders any other Governmental Authority or Purchaser for the Transactions contemplated purposes of obtaining the Purchaser Shareholders Approval, the Exchange Approvals and any consent or waiver from the HKSE required under this Agreement in accordance with the HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal Rules and/or facilitating Purchaser to prepare and issue any announcement and circular in relation to the Transactions contemplated by this Agreement in accordance connection with the HKSE Listing Rules; (iii) all necessary approvals in order to terminate the CSC Option Scheme; and (iv) all necessary approvals in order to implement the provisions of Section 5.2Transactions.