Common use of Regulatory and Other Authorizations Clause in Contracts

Regulatory and Other Authorizations. (a) Each party shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (a) Each party shall The Seller and the Buyer will (i) use its their reasonable best efforts to obtain (or to cause the Company to obtain) as promptly obtain as reasonably practicable all authorizations, consents, orders orders, actions and approvals of approvals, and to make all filings with and to give all notices to all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofrequired to consummate the transactions contemplated by this Agreement, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders orders, actions and approvals, including cooperation approvals and to enable the Purchaser make all such filings and give such notices and (iii) provide such other information to obtain, to the extent not included any Governmental Authority as such Governmental Authority may reasonably request in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assetsconnection therewith. Each party hereto agrees to make (and, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly (but in no event later than ten (10) Business Days of after the date hereofSigning Date or the Exercise Notice Date, as applicable) its respective filingany required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, if necessaryas applicable, pursuant to the HSR Act with respect and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the transactions contemplated by this Agreement appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) required to be made with member states of the European Community in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities European Commission or any such member states any additional information and documentary material that may be requested pursuant to the HSR Actreasonably requested. Each party hereto agrees to make (or, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly following the Signing Date or the Exercise Notice Date, as promptly as practicable applicable, its respective filings and notificationsfiling(s), if anyapplicable, under any other applicable antitrustthe Investment Canada Act and the Competition Act with respect to the First Stage Acquisition and the Second Stage Acquisition, competitionas applicable, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the applicable Antitrust Law and not Investment Canada Act or the Competition Act. The Buyer will pay all fees or make other payments to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, Governmental Authority in order to obtain any necessary consents such authorizations, consents, orders or approvals under such Lawsapprovals. (b) Each party In addition, provided that the Buyer shall not be required to take any action that would have a material adverse effect on the right to review in advance, and, to business of the extent reasonably practicable, each will consult the other on, all information relating to the other Company and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement its Subsidiaries and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased AssetsBuyer’s Specified Businesses, (y) taken as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoinga whole, the parties agree Buyer agrees to use their its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law antitrust, competition or trade regulation Legal Requirement that may be asserted by any antitrust or competition Governmental Authority so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as reasonably practicable, including negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of the assets, properties or businesses of the Buyer and its Affiliates (other than the Company and its Subsidiaries) and the entrance into such other arrangements, as are necessary in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement; provided that to the extent that any such impediment is created or increased as a result of any acquisition by, or entry into a Company board-approved joint venture by, the Company after the First Stage Closing Date and having one or more of the effects listed above, the Buyer shall not be required to take the actions listed above to the extent relating to such new or increased impediment. Nothing contained in this Agreement shall require the Seller to cause the Company or any of its Subsidiaries to hold separate, or sell, divest or dispose of, any of the assets, properties or businesses of the Company or any of its Subsidiaries or to agree to any restriction on the ownership of such assets or properties or the manner in which such businesses are conducted. (c) The Seller and the Buyer will each promptly (or, in the case of the Seller, use its reasonable efforts to cause the Company to) notify the other party of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit, when practicable, the other party to review in advance any proposed communication by such party (or the Company) to any Governmental Authority. Neither the Seller nor the Buyer will agree to, and the Seller will use its reasonable efforts to cause the Company not to agree to, participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation, or other inquiry 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 and participate at such meeting. The parties to this Agreement will (or, in the case of the Seller, use its reasonable efforts to cause the Company to) coordinate and cooperate fully with each other and the Company in exchanging such information and providing such assistance as the other party (or the Company) may reasonably request in connection with the foregoing (i.e., in particular, in relation to all necessary merger control proceedings worldwide) and in seeking early termination of any applicable waiting periods, including under the HSR Act. The Seller and the Buyer will (or, in the case of the Seller, use its reasonable efforts to cause the Company to) provide each other with copies of all correspondence, filings or communications between them (or the Company) 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; provided, however, that materials may be redacted (w) to remove references concerning the valuation of the Shares or the business of the Company and its Subsidiaries, (x) as necessary to comply with contractual arrangements, (y) as necessary to address reasonable privilege or confidentiality concerns and (z) as necessary to address competitive or regulatory concerns; however, both parties shall assess on a case-by-case basis in good faith whether the redacted information may be exchanged between outside competition counsel for the purpose of any merger control proceedings. (d) Prior to the First Stage Closing Date, the Buyer shall not enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to prevent, hinder or delay the consummation of the transactions contemplated hereby or to make it more difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust or competition law or regulation, applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of any injunction, temporary restraining order or other order that would materially delay or prevent the completion of the transaction contemplated hereby, or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement; provided, however, that if the Buyer makes any acquisition subsequent to the First Stage Closing Date that has one or more of the effects listed above, the Buyer shall use its reasonable best efforts to avoid and eliminate each and every impediment to the transactions contemplated by this Agreement under any antitrust, competition or trade regulation Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party arising from such acquisition (including by agreeing to hold separate, or sell, divest or dispose of any of the assets so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior acquired); provided that to the End Date. extent that any such impediment is created or increased as a result of any acquisition by, or entry into a Company board-approved joint venture by, the Company after the Signing Date and having one or more of the effects listed above, the Buyer shall not be required to take the actions listed above to the extent relating to such new or increased impediment. (e) In addition, provided that the parties Buyer shall not be required to take any action that would have a material adverse effect on the business of the Company and its Subsidiaries and the Buyer’s Specified Businesses, taken as a whole, the Buyer shall use their reasonable its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the First Stage Closing prior to 1 January 2010, or would prevent the Second Stage Closing prior to the End Date. Notwithstanding anything date that is the eighteenth (18th) month anniversary of the first delivery of a Exercise Notice pursuant to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or businessSection 3.1(a). (df) Each party to this Agreement shall promptly The Buyer and the Seller will, or will cause their respective Affiliates to, notify the other party their respective employees in respect of any communication it whom notification is required under applicable Legal Requirements or any by contract of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Shareholders Agreement.

Regulatory and Other Authorizations. (a) Each party shall The Company and Acquiror agree to use its their respective commercially reasonable best efforts (i) to promptly obtain all authorizationsLicenses and waivers of federal, consentsstate, orders local and approvals of all Governmental Authorities foreign regulatory bodies and officials (each a "Governmental Authority") and non-governmental third parties that may be or become necessary for its execution performance of their respective obligations pursuant this Agreement, (ii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the Transactions contemplated hereby and delivery of(iii) to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act and submissions of information requested by any Governmental Authority. The parties hereto further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation, executive order or withheld waiver or approval that would adversely affect the ability of the parties hereto to consummate the Merger and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtainTransactions contemplated hereby, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly respectively use their commercially reasonable efforts (but in no event later than ten Business Days of the date hereof) its respective filingincluding, if necessary, pursuant the measures described in subsection (b) below) to prevent the entry, enactment or promulgation thereof or to obtain such waiver or approval, as the case may be. (b) Without limiting the obligations of the parties hereto under Section 6.14(a), Acquiror and the Company agree to take or cause to be taken the following actions: (i) provide promptly to Governmental Authorities with regulatory jurisdiction over (a) enforcement of any applicable antitrust laws ("Government Antitrust Entity") or (b) the laws, rules or regulations of the FCC or otherwise relating to the broadcast, newspaper, mass media or communications industry ("Government Communications Entity," and together with Government Antitrust Entity, a "Government Regulatory Entity") information and documents requested by any Government Regulatory Entity, or necessary, proper or advisable to permit consummation of the Transactions contemplated by this Agreement; (ii) without in any way limiting the provisions of Section 6.14(b)(i) above, (a) file any Notification and Report Form and related material required under the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly soon as practicable and in any event not later than fifteen (15) business days after the date hereof (which shall request early termination of the waiting period imposed by the HSR Act), and thereafter use its reasonable efforts to the appropriate Governmental Authorities certify as soon as practicable its substantial compliance with any requests for additional information and or documentary material that may be requested pursuant made under the HSR Act and (b) file the FCC Application as soon as practicable and in any event not later than fifteen (15) business days after the date hereof; (iii) the proffer by Acquiror of its willingness to sell or otherwise dispose of either WBAL or WGAL or any other broadcast station, if such action is necessary or reasonably advisable for the purpose of avoiding or preventing any action by any Government Regulatory Entity which would restrain, enjoin, withhold approval or otherwise prevent consummation of the Transactions contemplated by this Agreement; and (iv) Acquiror shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Transactions contemplated hereby, any and all commercially reasonable steps including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (iii) of this subsection (b) necessary to vacate, modify, suspend such injunction or order, or obtain such approval so as to permit such consummation. Each of the Company and Acquiror will provide to the other copies of all correspondence between it (or its advisors) and any Government Regulatory Entity relating to this Agreement or any of the matters described in this Section 6.14(b) other than statements or filings under the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings Acquiror and notificationsCompany agree that all telephonic calls, if any, under meetings or hearings with a Government Regulatory Entity regarding the Transactions contemplated hereby or any other applicable antitrust, competition, or trade regulation Law (together with of the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (bmatters described in this Section 6.14(b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and include representatives of each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement Acquiror and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsCompany. (c) Without limiting Each party hereto shall promptly inform the other of any material communication from any other Government Regulatory Entity regarding any of the Transactions contemplated hereby. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Government Regulatory Entity with respect to the Transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Acquiror shall advise Company promptly in respect of any understandings, undertakings or agreements (oral or written) that Acquiror proposes to make or enter into with any other Government Regulatory Entity in connection with the Transactions contemplated hereby. (d) Notwithstanding the generality of any other provision of this Section 6.14, each of Acquiror and the Company, to the extent applicable, further agrees to file contemporaneously with the filing of the FCC Application any requests for waivers of applicable FCC rules or rules or regulations of other Governmental Regulatory Entities as may be required, to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the FCC or any other relevant Governmental Regulatory Entity may ask with respect to such waiver requests. In furtherance of the foregoing, the parties Acquiror will agree to use their reasonable best efforts seek a temporary waiver (not more than 6 months in duration) of the FCC's mass media ownership rules (the "Temporary Waiver") to avoid allow for the disposition of the assets comprising either WBAL or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority WGAL or any other party so as broadcast station (the "Divestiture Assets") to enable the parties hereto to close extent that, under the transactions contemplated hereby as promptly as practicableFCC's mass media ownership rules, the Divestiture Assets could not be held in common control with any of the Acquiror broadcasting assets following the Effective Time, and in any event (i) conditional waivers of the FCC's mass media ownership rules (the "Conditional Waivers") to allow for the common ownership of WESH-TV, Daytona Beach, Florida, and WWWB-TV, Lakeland, Florida, and WLKY-TV, Louisville, Kentucky, and WLWT-TV, Cincinnati, Ohio; and (ii) waivers of the FCC's mass media ownership rules to permit the common ownership of (A) WLKY-TV, Louisville, Kentucky, and WLKY (AM), Louisville, Kentucky, and (B) WXII (TV), Winston-Salem, North Carolina, and WXII (AM), Eden, North Carolina. Acquiror further covenants that, prior to the End Date. In additionEffective Time, it shall not acquire any new or increased "attributable interest," as defined in the parties shall use their reasonable best efforts to defend through litigation on FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be held in common control with any Station by Acquiror following the merits any claim asserted in court Effective Time (including by any party in order to avoid entry ofvirtue of the FCC's multiple ownership limits), or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent without the Closing prior to written consent of the End DateCompany. Notwithstanding anything to the contrary contained in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates it shall not be required to divest or hold separate any material assets or business. (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 a condition to the transactions contemplated by this Agreement and permit the other party to review in advance (and to consider Closing that any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement waiver shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernshave been obtained. (e) Each If at Closing one or more applications for renewal of any of the Company's FCC Licenses is pending or any order of the FCC granting an application for renewal of any of the Company's FCC Licenses has not become a Final Order, then each party agrees to abide by the procedures established in Stockholders of CBS, Inc., FCC 95-469 (rel. Nov. 22, 1995) P. P. 31-35, for processing applications for assignment of licenses during the pendency of an application for renewal of a station license (or such other procedures as may be established by the FCC). For purposes of this Agreement shall provision, a "Final Order" is an order of the FCC granting any such renewal application (i) subject to Section 5.04(d) abovethat has not been reversed, respond as promptly as reasonably practicable to any inquiries stayed, enjoined, set aside, annulled or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, suspended; (ii) not extend any waiting period as to which, no timely request for a stay, petition for reconsideration or agree to refile under the HSR Act (except with the prior written consent appeal of sua sponte action of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) FCC with comparable effect is pending; and (iii) the time for filing any such request, petition or appeal or for the taking of any such action sua sponte by the FCC has expired. The parties further agree that the pendency of any such renewal application or applications, or the fact that the FCC grant of any renewal application shall not enter into have become a Final Order, shall not be a cause for delaying the Closing. Notwithstanding anything in this Agreement to the contrary, this Section shall survive the Closing until any agreement order issued by the FCC with respect to any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreementsuch renewal application becomes a Final Order.

Regulatory and Other Authorizations. (a) Each party shall The Seller and the Buyer will (i) use its their reasonable best efforts to obtain (or cause the Selling Subsidiaries or Companies to obtain) as promptly obtain as practicable all authorizations, consents, orders orders, actions and approvals of approvals, and to make all filings with and to give all notices to all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofrequired to consummate the transactions contemplated by this Agreement, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders orders, actions and approvals, including cooperation approvals and to enable the Purchaser make all such filings and give such notices and (iii) provide such other information to obtain, to the extent not included any Governmental Authority as such Governmental Authority may reasonably request in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assetsconnection therewith. Each party hereto agrees to make promptly (but in no event later than ten (10) Business Days of after the date hereofSigning Date) its respective filing, if necessary, filing pursuant to the HSR Act and to supply as promptly as practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as practicable its filing required to be made with the European Commission with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities European Commission any additional information and documentary material that may be requested pursuant to the HSR Actreasonably requested. Each party hereto agrees to make as promptly as practicable its respective filings and notificationsfiling, if anyapplicable, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, Investment Canada Act and the “Antitrust Laws”), Competition Act and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the applicable Antitrust Law and not Investment Canada Act or the Competition Act. The Buyer will pay all fees or make other payments to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, Governmental Authority in order to obtain any necessary consents such authorizations, consents, orders or approvals under such Lawsapprovals. (b) Each party In addition, provided that the Buyer shall not be required to take any action that would have a material adverse effect on the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement Business and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased AssetsBuyer's Clinical Nutrition Business as currently conducted, (y) taken as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoinga whole, the parties agree Buyer agrees to use their reasonable its best efforts to avoid or eliminate each and every impediment under any Antitrust Law antitrust, competition or trade regulation Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby by this Agreement as promptly as practicable, including negotiating, committing to and effecting as promptly as practicable by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of the Buyer's Clinical Nutrition Business assets, properties or businesses (or assets, properties or rights of the Buyer and its Affiliates used in the Buyer's Clinical Nutrition Business) or of the Assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any event prior to suit or proceeding, which would otherwise have the End Dateeffect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, provided that the parties Buyer shall not be required to take any action that would have a material adverse effect on the Business and the Buyer's Clinical Nutrition Business as currently conducted, taken as a whole, the Buyer shall use their reasonable its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business31 December 2007. (dc) Each party to this Agreement shall The Seller and the Buyer will each promptly notify the other party of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by matters that are the subject of this Agreement and permit permit, when practicable, the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such mattersAuthority. Neither party to this Agreement shall participate in or the Seller nor the Buyer will agree to participate in any substantive meeting, telephone call or discussion meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation litigation, or 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 the opportunity to attend and participate in at such meeting, telephone call or discussion. The parties to this Agreement 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 (i.e., in particular, in relation to all necessary merger control proceedings worldwide) and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement The Seller and the Buyer will provide the outside legal counsel for the each other party 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; provided provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Business or the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; however, both parties shall assess on a case-by-case basis in good faith whether the redacted information may be exchanged between outside competition counsel for the purpose of any merger control proceedings. (ed) Each party The Buyer shall not enter into any transaction, or any agreement to this Agreement shall effect any transaction (including any merger or acquisition) that might reasonably be expected to prevent, hinder or delay the consummation of the transactions contemplated hereby or to make it more difficult, or to increase the time required, to: (i) subject to Section 5.04(d) aboveobtain the expiration or termination of the waiting period under the HSR Act, respond as promptly as reasonably practicable to or any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any other applicable antitrust or competition matters related law or regulation, applicable to this Agreement and the transactions contemplated by this Agreement, (ii) not extend avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any waiting period injunction, temporary restraining order or agree to refile under other order that would materially delay or prevent the HSR Act (except with the prior written consent completion of the other party heretotransaction contemplated hereby, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any obtain all authorizations, consents, orders and approvals of Governmental Authority agreeing not to consummate Authorities necessary for the consummation of the transactions contemplated by this Agreement. (e) The Buyer and the Seller will, or will cause their respective Affiliates to, (i) notify their respective employees in respect of whom notification is required under applicable Legal Requirements or by contract of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) to the extent required under applicable Legal Requirements, continue to consult with the Works Councils or, if necessary, worker delegations or recognized unions with respect to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Regulatory and Other Authorizations. 5.1.1. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents and approvals of Governmental Authorities and non-governmental third parties required or necessary to consummate the transactions contemplated herein or in the Transaction Agreements. Without limiting the generality of the foregoing: (a) Each party shall use its reasonable best efforts to of the Parties will promptly obtain all authorizations, consents, orders file any Notification and approvals of all Governmental Authorities Report Forms and officials related material that may be or become necessary for its execution and delivery of, required with the Federal Trade Commission (“FTC“) and the performance Antitrust Division of the United States Department of Justice (“DOJ“) under the Xxxx-Xxxxx-Xxxxxx Act if any Party reasonably concludes such filing is necessary or advisable. In connection with any such filing, each Seller and each Purchaser shall furnish to the other such information and assistance as the other may reasonably request in connection with its obligations pursuant to, this Agreement preparation of any filing or submission necessary under the Xxxx-Xxxxx-Xxxxxx Act. The Parties shall keep each other apprised in a prompt manner of the status and inquiries or request for additional information from the FTC and the Ancillary Agreements DOJ and will cooperate fully shall comply promptly with the other party in promptly seeking any such inquiry request. The Parties shall use commercially reasonable efforts to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to early termination or expiration of any applicable waiting period required under the extent not included in the Purchased Assets, all material Permits and Registrations necessary Xxxx-Xxxxx-Xxxxxx Act for the operation consummation of the Business as currently conducted transactions contemplated hereby. Purchasers shall pay one-half of any fee for any filing or submission necessary under the Xxxx-Xxxxx-Xxxxxx Act and as currently proposed to be conducted and Sellers shall pay the ownership remaining one-half of the Purchased Assets. Each party hereto agrees to any such fee. (b) Sellers shall make promptly (but in no event later than ten Business Days of the date hereof) its respective an appropriate filing, if necessary, pursuant to Section 203 of the HSR Act FPA and any applicable state law or regulation with respect to the transactions contemplated by this the Purchase and Sale Agreement Transaction Agreements and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested by a Governmental Authority. With respect to any such filings, including filings that will be submitted pursuant to the HSR Act. Each party hereto agrees FPA, the Parties shall cooperate with respect to make as promptly as practicable its respective information necessary for such filings and notifications, if any, under shall give each other reasonable opportunity to comment on and revise drafts of any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable such filings before such filings are submitted to the appropriate Governmental Authorities Authority. Sellers shall refrain from taking any additional information action that causes Sellers to be regulated by or under any Governmental Authority. Purchasers shall pay one-half of any fee for any filing or submission necessary under the FPA and documentary material that may be requested pursuant to Sellers shall pay one-half of any such fee. Except as expressly provided in this Agreement, each Party shall bear the applicable Antitrust Law costs associated with any other authorizations, notifications and not to enter into any transaction prior to the Closing that would reasonably be expected to make consents for which it more difficult, or increase the time required, to obtain any necessary consents or approvals is responsible under such Lawsthis Agreement. (bc) Each party of the Parties as appropriate will make any filing that is required or advisable in order to obtain prompt Competition Act Approval if any Party reasonably concludes such filing is necessary or advisable. In connection with any such filing, each of the Parties shall use commercially reasonable efforts to obtain Competition Act Approval as promptly as possible. Purchasers shall approve all filings and other written communications to the Commissioner, and Purchasers shall have the right to review be present at any meetings (whether via telephone, in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, person or written materials submitted to, any Governmental Authority in connection with this Agreement otherwise) involving Sellers and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client Commissioner or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree Competition Bureau personnel. Sellers shall furnish to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging Purchasers such information and providing such assistance as the other party Purchasers may reasonably request in connection with the foregoing and in seeking early termination preparation of any applicable waiting periodsfiling or submission necessary or advisable in connection with obtaining Competition Act Approval. Sellers shall keep Purchasers apprised in a prompt manner of any inquiries or request for additional information from the Commissioner and, subject to this Agreement, shall comply promptly with any such inquiry request. Purchasers shall keep Sellers reasonably informed as to the status of the proceedings related to obtaining the Competition Act Approval, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party providing Sellers with copies of all correspondencewritten communications, filings or communications in draft form, in order for Sellers to provide their reasonable comments. If any information to be shared 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party Parties pursuant to this Agreement shall (i) subject paragraph is deemed to Section 5.04(d) abovebe confidential information as determined reasonably by the disclosing Party, respond as promptly as reasonably practicable to any inquiries or requests for additional such information and documentary material received from any Governmental Authority in connection will be shared only with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent outside counsel of the other party hereto, which consent Parties. Purchasers shall not be unreasonably withheld, conditioned or delayed) pay one-half of any fee required under the Competition Act and (iii) not enter into any agreement with any Governmental Authority agreeing not Sellers shall pay the remaining one-half of such fee. 5.1.2. In order to consummate the transactions contemplated hereby, from the date hereof until the Effective Time, Sellers and Purchasers will work cooperatively and in good faith to take all commercially reasonable steps necessary or desirable, to obtain as promptly as practicable Assignments executed by this Agreementeach of the Counterparties to the Assigned Contracts listed in Section 3.8 of the Seller Disclosure Schedule.

Regulatory and Other Authorizations. Consents. (a) Each party hereto shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto will not knowingly take any action that would have the effect of delaying, including cooperation impairing or impeding the receipt of any required approval. (b) Seller and Purchaser shall prepare and file with the FCC as soon as practicable, but in no event later than seven (7) Business Days after the execution of this Agreement, the FCC Applications. After the aforesaid FCC Applications have been filed with the FCC, Seller and Purchaser shall prosecute such applications with all reasonable diligence to enable obtain the requisite FCC Consent; provided, however, except as provided in the following sentence, that neither Seller nor Purchaser shall be required to obtain, pay consideration to any third party to obtain the FCC Consent. Purchaser and Seller shall share equally the cost of all FCC filing fees relating to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Transaction. (c) Each party hereto agrees to make promptly (but in no event later than ten Business Days an appropriate filing of the date hereof) its respective filing, if necessary, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement hereby within fifteen (15) 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. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together Purchaser shall bear all filing fees associated with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or businessfilings. (d) Each party hereto agrees to this Agreement shall promptly notify the cooperate in obtaining any other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement consents and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party approvals which may reasonably request be required in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided provided, however, that materials may be redacted (x) Seller in cooperation with Purchaser shall use its commercially reasonable efforts to remove references concerning the valuation obtain each consent identified in Section 3.03 of the Purchased AssetsDisclosure Schedule prior to the Closing Date. Notwithstanding the foregoing, (y) as necessary neither Seller nor Purchaser shall be required to comply with contractual arrangements, and (z) as necessary pay consideration to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each any third party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to obtain any inquiries such consent or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreementapproval.

Regulatory and Other Authorizations. (a) Each party shall Subject to the following sentence with respect to filings under the HSR Act, the Sellers, the Company and the Buyer will (i) use its their reasonable best efforts to obtain as promptly obtain as reasonably practicable all authorizations, consents, orders orders, actions and approvals of approvals, and to make all filings with and to give all notices to all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofrequired to consummate the transactions contemplated by this Agreement, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will (ii) cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders orders, actions and approvals, including cooperation approvals and to enable make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Following the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation exercise of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each Buyer’s Purchase Option, each party hereto agrees to make as promptly as possible (but in no event later than ten (10) Business Days of the date hereof) its respective filingafter such exercise), if necessary, pursuant to any required filings under the HSR Act with respect to the transactions contemplated by this Agreement Acquisition and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to in connection with such HSR Act filings. Each of the Company and the Buyer will pay half of any fees associated with any filings under the HSR ActAct in connection with this Agreement. Each party hereto agrees The Company will pay all other fees or make other payments provided for under Legal Requirements to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, Authority in order to obtain any necessary consents such authorizations, consents, orders or approvals under such Lawsapprovals. (b) Each party shall have the right to review in advance, and, Notwithstanding any provision of this Agreement to the extent reasonably practicablecontrary, each will consult in no event shall the other onBuyer or any of its Affiliates be required to agree to divest, all information relating abandon, license, hold separate or take similar action with respect to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation assets of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client Company or other privilege the Buyer or confidentiality concernsany Affiliate thereof. (c) Without limiting During the generality of Pre-Closing Period, (1) the foregoing, Company and the parties agree to use their reasonable best efforts to avoid or eliminate Buyer will each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (d) Each party to this Agreement shall promptly notify the other party of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by matters that are the subject of this Agreement and permit permit, when practicable, the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or Authority, (2) neither the Company nor the Buyer will agree to participate in any substantive meeting, telephone call or discussion meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation litigation, or other inquiry relating to such matters unless until 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 in at such meeting, telephone call or discussion. The parties to this Agreement (3) the Company and Buyer will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement Act and (4) the Company and the Buyer will provide the outside legal counsel for the each other party 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; provided provided, however, that materials may be redacted (xw) to remove references concerning the valuation of the Purchased AssetsCompany Shares or the business of the Company, (yx) as necessary to comply with contractual arrangements, (y) as necessary to address reasonable privilege or confidentiality concerns and (z) as necessary to address reasonable attorneycompetitive or regulatory concerns; however, both parties shall assess on a case-client or other privilege or confidentiality concernsby-case basis in good faith whether the redacted information may be exchanged between outside competition counsel for the purpose of any merger control proceedings. (ed) Each party to this Agreement shall (i) subject to Section 5.04(d) aboveThe Buyer and the Company will, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority will cause their respective Affiliates to, notify their respective employees in connection with any antitrust respect of whom notification is required under applicable Legal Requirements or competition matters related to this Agreement and by contract of the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under Agreement and the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this AgreementAncillary Agreements.

Regulatory and Other Authorizations. The Company, Parent and Merger Sub shall use their reasonable best efforts (a) Each party shall use its reasonable best efforts to promptly obtain all the authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement, including the consents set forth in Schedule 4.4, (b) consummate and make effective the transactions contemplated by this Agreement and (c) as promptly as reasonably practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Ancillary Agreements Merger and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assetsrequired under applicable law. Each party hereto agrees to make promptly (but in no event later than ten Business Days an appropriate filing of the date hereof) its respective filing, if necessary, pursuant to a Pre-Merger Notification and Report Form under the HSR Act with respect to the transactions contemplated by this Agreement within five Business Days after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party The parties hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under will not take any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material action that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall will have the right to review in advanceeffect of delaying, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, impairing or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with impeding the receipt of any necessary required approvals and shall promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Each of Parent and Merger Sub hereby covenants and agrees to use its best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Law, neither Division of the Purchaser nor any United States Department of its Affiliates shall be required to divest or hold separate any material assets or business. Justice (dthe “DOJ”) 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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 as applicable, for the Merger and the other party the opportunity to attend and participate in such meetingtransactions contemplated hereby, telephone call including promptly entering into a consent decree or discussion. The parties to this Agreement 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 arrangement with the foregoing and in seeking early FTC, DOJ or other Governmental Authority as may be necessary to secure termination of any applicable such waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party with copies of all correspondence, filings periods 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 the transactions contemplated by this Agreement; provided that materials obtain such approval as may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernssecure such termination. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (a) Each party shall The Seller and the Buyer will (i) use its their reasonable best efforts to obtain (or cause the Selling Subsidiaries or Companies to obtain) as promptly obtain as practicable all authorizations, consents, orders orders, actions and approvals of approvals, and to make all filings with and to give all notices to all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofrequired to consummate the transactions contemplated by this Agreement, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders orders, actions and approvals, including cooperation approvals and to enable the Purchaser make all such filings and give such notices and (iii) provide such other information to obtain, to the extent not included any Governmental Authority as such Governmental Authority may reasonably request in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assetsconnection therewith. Each party hereto agrees to make promptly (but in no event later than ten (10) Business Days of after the date hereofSigning Date) its respective filing, if necessary, filing pursuant to the HSR Act and to supply as promptly as practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as practicable its filing required to be made with the European Commission and/or any relevant member state with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities European Commission and/or any relevant member state any additional information and documentary material that may be requested pursuant to the HSR Actreasonably requested. Each party The Buyer hereto agrees to make as promptly as practicable its respective filings filing under Mexico’s Competition Act and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to Mexico’s Competition Act. The Buyer hereto agrees to make as promptly as practicable its filings in the applicable Antitrust jurisdictions set forth on Schedule 4.19 or Schedule 5.3 and to supply as promptly as practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested in connection therewith. The Buyer agrees to file promptly (but in no event later than twenty (20) Business Days after the Signing Date) a Form A with the New York Department pursuant to the New York Insurance Law and not related regulations and shall use its best efforts to enter into obtain approval for the transactions contemplated hereby from the New York Department. The Buyer will pay all fees or make other payments to any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, Governmental Authority in order to obtain any necessary consents such authorizations, consents, orders or approvals under such Lawsapprovals. (b) Each party In addition, provided that the Buyer shall not be required to take any action that would have a material adverse effect on the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement Consumer Business and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased AssetsBuyer’s Infant Nutrition Business as currently conducted, (y) taken as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoinga whole, the parties agree Buyer agrees to use their reasonable its best efforts to avoid or eliminate each and every impediment under any Antitrust Law antitrust, competition or trade regulation Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby by this Agreement as promptly as practicable, including negotiating, committing to and effecting as promptly as practicable by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of the Buyer’s Infant Nutrition Business assets, properties or businesses (or assets, properties or rights of the Buyer and its Affiliates used in the Buyer’s Infant Nutrition Business) or of the Assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any event prior to suit or proceeding, which would otherwise have the End Dateeffect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, provided that the parties Buyer shall not be required to take any action that would have a material adverse effect on the Consumer Business and the Buyer’s Infant Nutrition Business as currently conducted, taken as a whole, the Buyer shall use their reasonable its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business31 December 2007. (dc) Each party to this Agreement shall The Seller and the Buyer will each promptly notify the other party of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by matters that are the subject of this Agreement and permit permit, when practicable, the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such mattersAuthority. Neither party to this Agreement shall participate in or the Seller nor the Buyer will agree to participate in any substantive meeting, telephone call or discussion meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation litigation, or 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 the opportunity to attend and participate in at such meeting, telephone call or discussion. The parties to this Agreement 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 (i.e., in particular, in relation to all necessary merger control proceedings worldwide) and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement The Seller and the Buyer will provide the outside legal counsel for the each other party 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; provided provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Business or the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; however, both parties shall assess on a case-by-case basis in good faith whether the redacted information may be exchanged between outside competition counsel for the purpose of any merger control proceedings. (ed) Each party The Buyer shall not enter into any transaction, or any agreement to this Agreement shall effect any transaction (including any merger or acquisition) that might reasonably be expected to prevent, hinder or delay the consummation of the transactions contemplated hereby or to make it more difficult, or to increase the time required, to: (i) subject to Section 5.04(d) aboveobtain the expiration or termination of the waiting period under the HSR Act, respond as promptly as reasonably practicable to or any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any other applicable antitrust or competition matters related law or regulation or applicable insurance law, in each case applicable to this Agreement and the transactions contemplated by this Agreement, (ii) not extend avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any waiting period injunction, temporary restraining order or agree to refile under other order that would materially delay or prevent the HSR Act (except with the prior written consent completion of the other party heretotransaction contemplated hereby, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any obtain all authorizations, consents, orders and approvals of Governmental Authority agreeing not to consummate Authorities, including the New York Department, necessary for the consummation of the transactions contemplated by this Agreement. (e) The Buyer and the Seller will, or will cause their respective Affiliates to, (i) notify their respective employees in respect of whom notification is required under applicable Legal Requirements or by contract of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) to the extent required under applicable Legal Requirements, continue to consult with the Works Councils or, if necessary, worker delegations or recognized unions with respect to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Regulatory and Other Authorizations. (a) Each party of Buyer and Sellers shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials Government Consents that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant toto this Agreement, this Agreement and the Ancillary Agreements and will cooperate fully with the each other party in promptly seeking to obtain all such authorizationsGovernment Consents. (b) In furtherance, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation limitation of the Business as currently conducted and as currently proposed foregoing, Buyer and, where applicable, Sellers, shall (i) make or cause to be conducted made the registrations, declarations and the ownership filings required of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to such Party under the HSR Act and any other Antitrust Law with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date of this Agreement; (ii) furnish to the other Parties as promptly as reasonably practicable all information required for any application or other filing to be made by this Agreement the other Parties pursuant to any applicable Law in connection with the transactions contemplated hereby; (iii) respond as promptly as reasonably practicable to any inquiries received from, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material or documentation that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Actby, the Antitrust Division of the U.S. Department of Justice (the “Antitrust LawsDOJ”), to supply as the U.S. Federal Trade Commission (“FTC”) or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; (iv) promptly as practicable to notify the appropriate Governmental Authorities other Parties of any additional information material communication between that Party and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to FTC, the Closing that would reasonably be expected to make it more difficultDOJ, or increase any other Governmental Entity and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case regarding the time required, to obtain transactions contemplated hereby (including any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information communication relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, Permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)), provided that any communication between a Party and each the FTC, the DOJ, or any other Governmental Entity shall be jointly made (unless such Party received prior written consent of the other Parties to communicate on its own with such Governmental Entity); (v) furnish the other Parties promptly with copies of all correspondence, filings and communications relating to any Antitrust Law or any Legal Proceeding pursuant to any Antitrust Law between them and their Affiliates and their respective Representatives on the one hand, and the FTC, the DOJ, or any other Governmental Entity or members of their respective Affiliates that appears in any filing made withstaffs on the other hand, or written materials submitted to, any Governmental Authority in connection with respect to this Agreement and the transactions contemplated hereby; provided that materials may be redacted (xvi) provide each other with a reasonable advance opportunity to remove references concerning review and comment upon and consider in good faith the valuation views of the Purchased Assetsother in connection with all written communications (including any analyses, (ypresentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to proceedings under the Antitrust Laws) as necessary to comply with contractual arrangements, a Governmental Entity under the HSR Act or any other Antitrust Law; and (zvii) as necessary to address reasonable attorney-client act in good faith and reasonably cooperate with the other Parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other privilege inquiry of any such agency or confidentiality concernsother Governmental Entity under the HSR Act or any other Antitrust Law with respect to any such registration, declaration and filing, in each case, to the extent legally permissible and practicable. (c) Without limiting Notwithstanding anything to the generality contrary set forth herein, each of the foregoing, the parties Parties agree to that Buyer and its Affiliates shall use their reasonable best efforts to take any reasonable steps to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority Entity or any other party Parties so as to enable the parties Parties hereto to expeditiously close the transactions contemplated hereby as promptly soon as commercially practicable, and but in any event no later than the Outside Date; provided, however, Buyer and its Affiliates shall not be obligated to incur costs and expenses or agree to other limitations in connection therewith in excess of those set forth on Section 12.3 of the Disclosure Schedule; provided, further, that nothing in this Section 7.5(c) or any other provision of this Agreement shall require any Party to this Agreement to divest or dispose of any of its assets, properties, or businesses in order to obtain the consent of any Governmental Entity under any Antitrust Law and Sellers shall not be permitted hereunder to divest, sell or dispose of any assets, properties or businesses to be acquired pursuant to this Agreement without the prior written consent of Buyer, in each case subject to the End Datetreatment of such assets, properties or businesses contemplated by Section 7.1(c) of this Agreement. In addition, the parties Buyer (or its Subsidiaries) shall use their reasonable best efforts not be required to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order Governmental Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to by the End Outside Date. Notwithstanding anything to the contrary in this Agreement, in connection with each case if taking such action would reasonably be expected to result in costs and expenses or other limitations in excess of the receipt of any necessary approvals under limitations on Buyer’s obligations set forth in the HSR Act or any other Antitrust Lawfirst proviso in the immediately preceding sentence. In addition, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (d) Each party to nothing in this Agreement shall promptly notify the restrict Buyer and its Subsidiaries or Affiliates from making any acquisition or investment, alter its capital structure or ownership, or take or fail to take any other party of any communication it action, that could reasonably be expected to impair or any of delay its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not ability to consummate the transactions contemplated by this Agreementhereby.

Regulatory and Other Authorizations. (a) Each party Subject to the terms and conditions of this Agreement, each of the Parties shall, and shall cause their respective Affiliates to, use its their reasonable best efforts to take, or cause to be taken, all appropriate action necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and in any event before the Outside Date, including to (i) obtain all authorizationsfrom any Governmental Entity any consent, consentsapproval, orders authorization, waiver or order under applicable antitrust Laws required to be obtained or made by the Parties or any of their respective Affiliates and approvals of all avoid any Litigation by any Governmental Authorities and officials that may be or become necessary for its execution and delivery ofEntity, and in each case, in connection with the performance of its obligations pursuant to, transactions contemplated by this Agreement and to fulfill the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect conditions to the transactions contemplated by this Agreement and to supply (ii) as promptly as practicable make all necessary filings with the United States Department of Justice and the United States Federal Trade Commission, and thereafter make any other required submissions requested in connection therewith and make any similar filing with any other Governmental Entity for which such filing or notice is required with respect to this Agreement required under any applicable antitrust Laws, in each case in connection with the transactions contemplated by this Agreement and to fulfill the conditions to the appropriate transactions contemplated by this Agreement. Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall, and shall cause their respective Affiliates to, cooperate with each other in connection with obtaining all such consents, approvals, authorizations, waivers, actions, non-actions, qualifications, or orders and the making of all such registrations, submissions, notifications or filings, including, unless prohibited by applicable Law or a Governmental Authorities any additional information Entity, providing copies of all such non-proprietary documents to the non-filing parties and documentary material that may be requested its advisors (which such advisors can receive, as necessary, proprietary and competitively sensitive materials pursuant to the HSR Act. Each party hereto agrees a joint defense agreement) prior to make as promptly as practicable its respective filings and notificationsfiling and, if anyreasonably requested, under accepting all reasonable additions, deletions or changes suggested in connection therewith. The Parties shall, and shall cause their respective Affiliates to, promptly furnish to each other all information required for any application or other applicable antitrustregistration, competitionsubmission, notification or trade regulation Law (together filing to be made by the other with or to any Governmental Entity in connection with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Lawstransactions contemplated by this Agreement. (b) Each party The Parties shall, and shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of cause their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority coordinate and cooperate in connection with this Agreement their respective efforts to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under any applicable antitrust Laws as promptly as practicable and in any event before the Outside Date. In connection with any investigation or other inquiry, Buyer and Seller shall, and shall cause their respective Affiliates to, unless prohibited by applicable Law or a Governmental Entity, (i) keep the other Party promptly informed of any communication received by such Party or any of its Affiliates from any Governmental Entity regarding any of the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (yii) furnish the other Party (through counsel pursuant to the terms of a joint defense agreement, as necessary necessary) with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between them, and any Governmental Entity, with respect to comply with contractual arrangementsthis Agreement, and provide a reasonable opportunity to the other Party to comment on letters, presentations, whitepapers and other substantive communications to the Governmental Entity and consider, in good faith, any reasonable comments on such correspondences, filings and written communications, and (ziii) as necessary provide the other Party and its advisors with a reasonable opportunity to address reasonable attorney-client (A) review any proposed communication by such Party or its Affiliates with any Governmental Entity, (B) consult with the other privilege Party prior to any meeting or confidentiality concerns. telephone calls with any Governmental Entity, and (cC) attend and participate in such meetings or telephone calls. Without limiting the generality of the foregoing, except for those communications responding to requests or inquiries by a Governmental Entity directed specifically to Seller, Buyer shall have responsibility for directing, devising, and implementing the parties agree general strategy for; responding to use their reasonable best efforts any request from, inquiry by, or investigation by (including directing the timing, nature, and substance of all such responses); and for leading all meetings and communications with respect to avoid any approvals and authorizations or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close expiration of waiting periods for the transactions contemplated hereby as promptly as practicableherein under any applicable Law. Notwithstanding the foregoing, and in each Party shall be permitted to redact, remove or withhold any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry ofinformation, or to have vacated exclude the other parties and their Affiliates or terminatedrepresentatives from the portion of any conversation that includes competitively sensitive information of such party, including references thereto. (c) The Parties will each bear their respective cost of any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, additional expenses incurred in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel securing antitrust clearance for the other party with copies of all correspondencetransaction, 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsif any. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (a) Each party of Move, Parent and Purchaser has agreed to use their respective reasonable best efforts to cause the Offer and the Merger and the other transactions contemplated by the Merger Agreement to be consummated as promptly as reasonably practicable. Each of the Company, Parent and Purchaser shall, and shall cause its subsidiaries to, file within ten business days of the Merger Agreement any required submissions under the HSR Act, and use its reasonable best efforts (i) to promptly furnish information required in Table of Contents connection with such submissions under the HSR Act, (ii) to obtain all authorizationsearly termination of the waiting period under the HSR Act, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with (iii) to keep the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act parties reasonably informed with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities status of any additional information and documentary material that may be requested pursuant to such submissions under the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings Act and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, iv) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Dategovernmental entity. In addition, the Company, Parent and Purchaser shall, and shall cause their respective subsidiaries to, cooperate with one another in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from other parties shall use their reasonable best efforts to defend through litigation on any contracts, obligations or instruments that the merits Company or any claim asserted in court by any of its subsidiaries is a party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior related to the End Date. Notwithstanding anything to the contrary in this Agreement, Company’s and its subsidiaries’ business in connection with the receipt of Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement and in promptly making any necessary such filings, furnishing information required in connection therewith and seeking to timely obtain any such consents, permits, approvals under the HSR Act or any other Antitrust Lawwaivers. The Company, neither the Parent and Purchaser nor any of its Affiliates shall, and shall be required to divest or hold separate any material assets or business. cause their respective subsidiaries to: (di) Each party to this Agreement shall promptly notify the other party parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement a governmental entity and permit the other party parties to review and discuss in advance (and to consider in good faith any comments made by the other party others in relation to) any proposed written communication by such party to a governmental entity (except with respect to taxes) and (ii) keep the others reasonably informed of any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in developments, requests for meetings or agree to participate in any substantive meeting, telephone call or discussion discussions with any Governmental Authority governmental entity in respect of any filings, investigation (including or inquiry concerning the Offer or the Merger. The Company, Parent and Purchaser also agreed not, and to cause their respective subsidiaries not to, to the extent not prohibited by such governmental entity or by law, to participate in any settlement of meeting or discussion, either in person or by telephone, with any governmental entity in connection with the investigation), litigation or other inquiry relating to such matters proposed transaction unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, and gives the other party the opportunity to attend and participate where appropriate and advisable under the circumstances. Notwithstanding anything to the contrary contained in such meetingthe Merger Agreement, telephone call or discussion. The the parties to this agreed that nothing in the Merger Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periodsrequire Parent, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party with copies of all correspondence, filings or communications between them Purchaser or any of their representatives, on affiliates or the one hand, and Company or any Governmental Authority or members of its staffsubsidiaries, on the other handin order to obtain any required approval from any governmental entity or any third party, with respect to the transactions contemplated by this Agreement; provided that materials may be redacted to: (xi)(x) to remove references concerning the valuation of the Purchased Assetssell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (y) as necessary propose, negotiate or offer to comply with contractual effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, or divestiture, or holding separate, before or after the Acceptance Time or the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interests therein of (I) the Company or any of its subsidiaries, (II) the Surviving Corporation or any of its subsidiaries or (III) Parent or any of its affiliates, or (ii) accept any conditions or take any other actions (including amending, modifying, terminating or entering into any contracts or other business arrangements) that would impose any restrictions or limitations on the conduct or operation of, or adversely affect or impact, any business, assets or properties of (I) the Company or any of its subsidiaries, (II) the Surviving Corporation or any of its subsidiaries or (III) Parent or any of its affiliates, provided that such limitations do not apply to solely in the case of clauses (i)(I), (i)(II), (ii)(I) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(dii)(II) above, respond as promptly as reasonably practicable to any inquiries such sale, lease, license, transfer, disposal, divestiture, other encumbrance, separate holding or requests for additional information acceptance of any such condition, restriction or limitation that would not reasonably be expected to have a material adverse effect on the Company and documentary material received from any Governmental Authority in connection with any antitrust its subsidiaries, taken as a whole, or competition matters related to this Agreement the Surviving Corporation and its subsidiaries, taken as a whole (collectively, the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement“Regulatory Efforts Provision”).

Regulatory and Other Authorizations. (a) Each party of Purchaser and Seller shall use its reasonable best efforts to promptly (i) obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials Government Consents or any other required Consents under a Government Contract that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant toto this Agreement, this Agreement and (ii) provide any notices to Governmental Authorities that may be or become necessary under the Ancillary Agreements terms of the Government Contracts in connection with the consummation of the Transaction. Each of Purchaser and Seller and will reasonably cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement Consents and to supply provide all such notices. Notwithstanding the foregoing, Seller shall keep Purchaser reasonably apprised of its efforts to secure such Consents and provide such notices and provide Purchaser updates concerning these efforts as promptly as practicable to reasonably requested by the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such LawsPurchaser. (b) Each In furtherance, and not in limitation of the foregoing, Purchaser and Seller, as applicable, shall (i) make or cause to be made the registrations, declarations and filings required of such party shall have under the right HSR Act and any other Antitrust Law with respect to review in advance, the Transaction as promptly as reasonably practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, no later than 10 Business Days from the date of this Agreement); (ii) furnish to the other parties as promptly as reasonably practicable all information required for any application or other filing to be made by the other parties pursuant to any applicable Law in connection with the Transaction; (iii) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (“FTC”) or by any other Governmental Authority in respect of such registrations, declarations and filings or such transactions; (iv) to the extent reasonably practicablenot prohibited by applicable Law or Governmental Authority, each will consult promptly notify the other onparties of any material communication between that party and the FTC, all information the DOJ or any other Governmental Authority and of any material communication received or given in connection with any Action by a private party, in each case regarding the Transaction (including any communication relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)); provided, that any communication between a party and each the FTC, the DOJ or any other Governmental Authority shall be jointly made (unless (A) prohibited by applicable Law or Governmental Authority or (B) such party received prior written consent of the other parties to communicate on its own with such Governmental Authority); (v) to the extent not prohibited by applicable Law or Governmental Authority, furnish the other parties promptly with copies of all correspondence, filings and communications relating to any Antitrust Law or any Action pursuant to any Antitrust Law between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective Affiliates that appears in any filing made withstaffs on the other hand, or written materials submitted to, any Governmental Authority in connection with respect to this Agreement and the transactions contemplated herebyTransaction; provided that materials may be redacted (xvi) provide each other with a reasonable advance opportunity to remove references concerning review and comment upon and consider in good faith the valuation views of the Purchased Assetsother in connection with all written communications (including any analyses, (ypresentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Antitrust Laws) as necessary to comply with contractual arrangements, a Governmental Authority under the HSR Act or any other Antitrust Law; and (zvii) as necessary to address reasonable attorney-client act in good faith and reasonably cooperate with the other parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other privilege inquiry of any such agency or confidentiality concernsother Governmental Authority under the HSR Act or any other Antitrust Law with respect to any such registration, declaration and filing. In connection with the foregoing, Purchaser and Seller may reasonably designate any competitively sensitive materials provided to the other side under this Agreement as “outside counsel only.” (c) Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth herein, the parties agree Purchaser agrees to, and to cause its Affiliates to, use their reasonable its best efforts and to take any and all steps to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party parties so as to enable the parties hereto to expeditiously close the transactions contemplated hereby Transaction as promptly soon as commercially practicable, and but in any event prior no later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the End Datesale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Governmental Order in any Action, which would otherwise have the effect of materially delaying or preventing the consummation of the Transaction. In addition, the parties Purchaser (or its Affiliates) shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order Governmental Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to by the End Outside Date. Notwithstanding anything to In addition, from the contrary in this Agreementdate hereof through the Closing, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of and its Affiliates shall not make any acquisition or investment, alter its capital structure or ownership, or take or fail to take any other action, that could reasonably be required expected to divest or hold separate any material assets or business. (d) Each party to this Agreement shall promptly notify the other party of any communication it or any of impair its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not ability to consummate the transactions contemplated by this AgreementTransaction.

Regulatory and Other Authorizations. Consents. (a) Each party hereto shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals provided, including cooperation however that Seller shall have no obligations with respect to enable Purchaser's request for a waiver from the application of the FCC's one-to-a-market rule (the "One-to-a-Market Waiver"). The parties hereto will not knowingly take any action that would have the effect of delaying, impairing or impeding the receipt of any required approval. (b) Seller and Purchaser shall prepare and file with the FCC as soon as practicable, but in no event later than 15 Business Days after the execution of this Agreement, the FCC Applications. After the aforesaid FCC Applications have been filed with the FCC, Seller and Purchaser shall prosecute such applications with all reasonable diligence to obtainobtain the requisite FCC Consent; provided, however, except as provided in the following sentence, that neither Seller nor Purchaser shall be required to pay consideration to any third party to obtain the FCC Consent. Purchaser and Seller shall share equally the cost of all FCC filing fees relating to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Transaction. (c) Each party hereto agrees to make promptly (but in no event later than ten Business Days an appropriate filing of the date hereof) its respective filing, if necessary, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement hereby 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 to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings Purchaser and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together Seller shall share equally all filing fees associated with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or businessfilings. (d) Each party hereto agrees to this Agreement shall promptly notify the cooperate in obtaining any other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement consents and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party approvals which may reasonably request be required in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided provided, however, that materials may be redacted (x) Seller in cooperation with Purchaser shall use its commercially reasonable efforts to remove references concerning the valuation obtain each consent identified in Section 3.03 of the Purchased AssetsDisclosure Schedule, (y) as necessary including the consents or waivers required for the Chicago Bulls Contract and the Chicago White Sox Contract, prior to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) the Closing Date. Each party hereto agrees that the Contracts identified as material on Section 3.03 of the Disclosure Schedule (the "Material Contracts") must be assumed by Purchaser and Seller will make its best efforts to this Agreement obtain the necessary consents to assign the Material Contracts to Purchaser. Notwithstanding the foregoing, neither Seller nor Purchaser shall (i) subject be required to Section 5.04(d) above, respond as promptly as reasonably practicable pay consideration to any inquiries third party to obtain any such consent or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related approval, other than Seller's obligations to this Agreement pay Appreciation Rights pursuant to the Chicago Bulls Contract and the transactions contemplated by this AgreementChicago White Sox Contract. In addition, (ii) to the extent that Seller has not extend any waiting period obtained and delivered to Purchaser on or agree prior to refile the Closing Date, the consents identified in Section 3.03 17 23 of the Disclosure Schedule, then Seller shall provide Purchaser with the benefits arising under the HSR Act (except with contracts and Purchaser shall perform any obligations arising under such contracts after the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this AgreementClosing Date.

Regulatory and Other Authorizations. (a) Each party of TKO and the EDR Parties shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials Government Consents that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant toto this Agreement, this Agreement and the Ancillary Agreements and will cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such LawsGovernment Consents. (b) Each party shall have In furtherance, and not in limitation of the right to review in advanceforegoing, TKO and, where applicable, the EDR Parties shall use reasonable best efforts to (i) make or cause to be made the registrations, declarations and filings required of such party under any Law (including Antitrust Laws) with respect to the extent Transaction as promptly as reasonably practicable, each will consult practicable after the date of this Agreement; (ii) furnish to the other on, parties as promptly as reasonably practicable all information required for any application or other filing to be made by the other parties pursuant to any applicable Law in connection with the Transaction; (iii) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (“FTC”) or by any other Governmental Authority in respect of such registrations, declarations and filings or such transactions; (iv) promptly notify the other parties of any material communication between that party and the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any Action by a private party, in each case regarding the Transaction (including any communication relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders, decrees, injunctions or other agreements or authorizations (including the expiration or termination of any waiting periods)), provided that any communication between a party and each the FTC, the DOJ or any other Governmental Authority shall be jointly made (unless such party received prior written consent of the other parties to communicate on its own with such Governmental Authority); (v) furnish the other parties promptly with copies of all correspondence, filings and communications relating to any Law or any Action pursuant to any Law between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other Governmental Authority or members of their respective Affiliates that appears in any filing made withstaffs on the other hand, or written materials submitted to, any Governmental Authority in connection with respect to this Agreement and the transactions contemplated herebyTransaction; provided that materials may be redacted (xvi) provide each other with a reasonable advance opportunity to remove references concerning review and comment upon and consider in good faith the valuation reasonable views of the Purchased Assetsother in connection with all written communications (including any analyses, (ypresentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under such Laws) as necessary to comply with contractual arrangements, a Governmental Authority under any Law; and (zvii) as necessary to address reasonable attorney-client act in good faith and reasonably cooperate with the other parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other privilege inquiry of any such agency or confidentiality concernsother Governmental Authority under any Law with respect to any such registration, declaration and filing. (c) Without limiting Notwithstanding anything to the generality contrary set forth herein, each of TKO and the foregoingEDR Parties agrees to, the parties agree and to cause its Affiliates to, use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party parties, so as to enable the parties hereto to expeditiously close the transactions contemplated hereby Transaction as promptly soon as commercially practicable, and but in any event prior no later than the Outside Date, provided, however, that TKO (or its Affiliates) shall not directly or indirectly be required to (and the EDR Group shall not without the consent of the TKO Parties) (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or any behavioral remedies, in each case that would be material to the End Date. In additionBusinesses or to the TKO Parties (with materiality being measured relative to the size of the Businesses), the parties shall use their reasonable best efforts to or (ii) defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order Governmental Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to by the End Outside Date. . (d) Notwithstanding anything to the contrary contained in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with without the prior written consent of the other party heretoEDR Parties (which consent, which consent for the avoidance of doubt, shall not be unreasonably withhelddeemed to be given by the EDR Parties’ execution of this Agreement), conditioned (i) no member of the EDR Group (including the Company and the Transferred Entities) shall be required to take any action described in or delayed) otherwise comply with the provisions of this Section 5.04 and (iiiii) TKO and its Affiliates shall not enter into be permitted to take any agreement action described in this Section 5.04. For the avoidance of doubt, TKO shall not require any member of the EDR Group to (and the EDR Parties shall not require the TKO Parties to), and no member of the EDR Group or the TKO Parties shall be required to, take any action with respect to any Governmental Authority agreeing order or any applicable Law that would bind any member of the EDR Group or the TKO Parties prior to the Closing or in the event the Closing does not to consummate the transactions contemplated by this Agreementoccur.

Regulatory and Other Authorizations. (a) Each Subject to the other provisions of this Agreement, including in this Section 7.04, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or desirable under Applicable Law to consummate the Transactions and to cause the conditions to the First Step Closing and, following the Exercise Notice Date, the Second Step Closing to be satisfied as promptly as reasonably practicable. In furtherance and not in limitation of the foregoing, the Parties will (i) (A) with respect to the First Step Closing, use their reasonable best efforts to obtain as promptly as reasonably practicable all Consents from, and to make all filings with and to give all notices to, all Governmental Authorities required pursuant to the HSR Act and in Germany under Chapter VII of the Act against Restraints of Competition of 1958, as currently amended, and (B) with respect to the Second Step Closing, use their reasonable best efforts to obtain as promptly as reasonably practicable (x) all Consents from, and to make all filings with and to give all notices to, the United States and the European Commission, if required, (y) those Consents to be identified by Buyer in the Exercise Notice, and (z) such other Consents from, and to make all filings with and to give all notices to, any other Governmental Authorities required to consummate the Second Step Closing, the failure of which to obtain would, individually or in the aggregate, reasonably be expected to materially and adversely impact the business of, or the economic or business benefits of the Transactions to, the Buyer or the Seller, or the Company or any of their respective Affiliates, as the case may be, (ii) cooperate fully with the other Parties in promptly seeking to obtain all such Consents and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Subject to the other provisions of this Agreement, including in this Section 7.04, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Transactions, each Party shall cooperate with the other Parties and shall use its reasonable best efforts to promptly obtain all authorizationscontest and resist any such action or proceeding and to have vacated, consentslifted, orders reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and approvals that prohibits, prevents or restricts consummation of all Governmental Authorities and officials that may be or become necessary for the Transactions. (b) Without limiting the generality of the foregoing, each Party agrees to make (and, in the case of the Seller, to also cause the Company, its execution and delivery of, Subsidiaries and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking UK Holdings Group Members to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtainmake, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business applicable) as currently conducted and promptly as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly reasonably practicable (but in no event later than ten (10) Business Days of after the date hereofSigning Date or later than 20 Business Days after the Exercise Notice Date, as applicable) its respective filingany required filings with respect to the First Step Acquisition and the Second Step Acquisition, if necessaryas applicable, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply (and, in the case of the Seller, to also cause the Company, its Subsidiaries and the UK Holdings Group to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. In addition, each Party agrees to make (and, in the case of the Seller, to also cause the Company, its Subsidiaries and the UK Holdings Group to make) as promptly as reasonably practicable following the Signing Date or the Exercise Notice Date (but in no event later than 15 Business Days after the Signing Date or 20 Business Days after the Exercise Notice Date, as applicable), as applicable, any filing(s) required to be made with member states of the European Union in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the Transactions) or with the European Commission, as applicable, and to supply (and, in the case of the Seller, to also cause the Company, its Subsidiaries and the UK Holdings Group to supply) as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsrequested. (c) Without limiting Subject to the generality other terms and conditions of this Agreement, each of the foregoingParties agrees to (and, in the parties agree case of the Seller, agrees to also cause the Company, its Subsidiaries and the UK Holdings Group to) use their its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust antitrust, competition or trade regulation Applicable Law that may be asserted by any antitrust or competition Governmental Authority or any other party Authority, so as to enable the parties hereto Parties to close the transactions contemplated hereby as promptly as practicableTransactions in accordance herewith; provided, and that notwithstanding anything to contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Buyer, the Seller, the Company or any other member of the AB Group or any of their Affiliates to agree to: (i) sell, hold, divest, discontinue or limit, before or after the First Step Closing Date or the Second Step Closing Date, any assets, businesses or interests of Buyer, the Seller, the Company or any other member of the AB Group or any of their respective Affiliates; (ii) without limiting clause (i) in any event prior to the End Date. In additionrespect, any conditions relating to, or changes or restrictions in, the parties shall use their reasonable best efforts operations of any such assets, businesses or interests that would reasonably be expected to defend through litigation on materially and adversely impact the merits any claim asserted in court by any party in order to avoid entry business of, or to have vacated the economic or terminatedbusiness benefits of the Transactions to, any decreethe Buyer or the Seller, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act Company or any other Antitrust Lawmember of the AB Group or any of their Affiliates, as the case may be; or (iii) without limiting clause (i) in any respect, any modification or waiver of the terms and conditions of this Agreement that would reasonably be expected to materially and adversely impact the business of, or the economic or business benefits of the Transactions to, the Buyer or the Seller, the Company or any other member of the AB Group or any of their Affiliates, as the case may be. Notwithstanding the foregoing, neither the Purchaser Buyer nor any of its Affiliates shall be required to divest do or hold separate omit to do anything, or agree or commit to do or omit to do anything, to the extent relating to any material assets such new or businessincreased impediment, that otherwise would be required pursuant to the provisions of this Section 7.04(c), to the extent that such impediment is created or increased as a result of any acquisition (including joint ventures) by the Company or any of its Subsidiaries or any UK Holdings Group Member, unless such acquisition was approved by the Buyer in accordance with Section 7.01(b)(iv) or such approval was not required as a result of not exceeding the limits contemplated thereby. (d) Each party to this Agreement shall of the Parties will (and, in the case of the Seller, will also cause the Company, its Subsidiaries and the UK Holdings Group to) promptly notify the other party Parties of any substantive communication that it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by matters that are the subject of this Agreement and and, to the extent reasonably practicable, permit the other party Parties to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party Party to any Governmental Authority relating and consider the other Parties’ reasonable comments on any proposed communications prior to such matterstheir submission. Neither party to this Agreement shall participate in or No Party will agree to (and, in the case of the Seller, will also cause the Company, its Subsidiaries and the UK Holdings Group Members not to agree to) participate in any substantive meeting, telephone call or discussion meeting with any Governmental Authority in respect of any filings, investigation filings or Proceedings (including any settlement of the investigation), litigation or other inquiry relating to such matters any Proceedings) unless it consults with the other party Parties in advance and, to the extent permitted by such Governmental Authority, gives in the case of in-person meetings, invite the other party the opportunity Parties to attend and participate in at any such meeting, telephone call or discussion. The parties to this Agreement Parties will (and, in the case of the Seller, will also cause the Company, its Subsidiaries and the UK Holdings Group Members to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party Parties may reasonably request in connection with the foregoing (i.e., in particular, in relation to all necessary merger control Proceedings worldwide) and in seeking early termination of any applicable waiting periods. The Parties will (and, including under in the HSR Act. Each party to this Agreement case of the Seller, will also cause the Company, its Subsidiaries and the UK Holdings Group Members to) provide the outside legal counsel for the each other party with copies (subject to reasonable redactions) of all substantive 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; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsTransactions. (e) Each party The Parties shall, and shall cause their respective Affiliates to, notify their respective employees in respect of whom notification is required under Applicable Law or by contract of the Transactions. (f) Notwithstanding the foregoing, for the avoidance of doubt, except as expressly provided in the Principal Investors Side Letters, neither Kohlberg Kravis Xxxxxxx & Co. L.P. nor SP or any of their respective Affiliates (including, solely for this purpose, any portfolio company of Kohlberg Kravis Xxxxxxx & Co. L.P. or its Affiliates) shall be required to take any action or to refrain from taking any action under this Section 7.04 and with respect to any such portfolio company so long as such portfolio company has not received any Confidential Information (as defined in the Shareholders Agreement) and none of Kohlberg Kravis Xxxxxxx & Co. L.P. or any of its controlled Affiliates instructs or overtly encourages any such portfolio company to take any action that would be a violation of the terms and conditions of this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other were such portfolio company a party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. Notices and ------------------------------------------------ Consents. -------- (a) Each party Party shall each use its commercially reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary other Basic Agreements and each of the transactions contemplated hereby and thereby, including, but not limited to, entering into the Basic Agreements to which it is contemplated to become a party as provided hereby and thereby and will cooperate fully with the each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto Party agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Laws by such Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Lawsfor this purpose. (b) Each Party shall give promptly such notices to third parties and use its or their best efforts to obtain such third party shall have the right to review in advance, and, to the extent reasonably practicable, consents as each will consult of the other on, all information relating to the other and each of their respective Affiliates that appears Parties may in any filing made with, its reasonable discretion deem necessary or written materials submitted to, any Governmental Authority desirable in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, including, but not limited to, entering into the Basic Agreements to which it is contemplated to become a party as provided hereby and thereby. (iic) Each Party shall cooperate and use commercially reasonable efforts to assist each other Party in giving such notices and obtaining such consents and estoppel certificates. (d) The Parties agree that, in the event any consent, approval or authorization necessary or desirable to preserve the United Group Contributed Assets or the At Home Contributed Assets, or any right or benefit under any lease, license, contract, commitment or other agreement or arrangement related to the United Group Contributed Assets or the At Home Contributed Assets to which any Party is a party is not extend any waiting period obtained prior to the Closing, the Parties will, subsequent to the Closing, cooperate in attempting to obtain such consent, approval or agree authorization as promptly thereafter as practicable. (e) To the extent required consents, approvals or authorizations are not obtained prior to refile under Closing with respect to the HSR Act (except with the prior written consent transfer of the United Group Contributed Assets or At Home Contributed Assets, and such matters shall not have been waived in connection with Closing, then until such consents, approvals or authorization are obtained, the Party required to obtain such consents, approvals or authorization shall cause BOC to obtain the benefits and BOC to assume the obligations with respect to such items in accordance with this Agreement by acting as subcontractor, sublicensee, sublessee or third party beneficiary of the applicable Party and the applicable Party shall enforce for the benefit of BOC any and all rights of such Party against a third party with respect to any such items and such Party shall promptly pay to BOC any and all monies received by such Party in connection with any such lease, license, contract, commitment or other party heretoagreement or arrangement. For a period of eighteen (18) months after the Closing Date, the applicable Party shall continue to use all commercially reasonable efforts to obtain a consent, approval or authorization with respect to each such item as may be required. In addition, in the event that any lease, license, contract, commitment or other agreement or arrangement which consent contains a non-competition or non-disclosure provision in favor of BOC as successor to a Party and such provision shall not be unreasonably withheldassignable to BOC at Closing, conditioned the applicable Party hereby covenants and agrees to enforce at BOC's request, in accordance with BOC's instructions and at BOC's expense, the non-competition or delayed) and (iii) not enter into any non-disclosure provisions of such lease, license, contract, commitment or other agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreementor arrangement.

Regulatory and Other Authorizations. (a) Each party of Company and Purchaser shall use its reasonable best efforts (and cooperate fully with the other party in promptly seeking) to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or may become necessary for its the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in Transaction Documents, including: (i) making, as promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of practicable after the date hereof) its respective filing, if necessary, hereof an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to Agreement, which filing shall request early termination of the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to waiting periods imposed by the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws.; (bii) Each party shall have the right complying at as early a date as possible with any Request for Additional Information to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation cause termination of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals waiting periods under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made prevent the entry by a court of competent jurisdiction of an order enjoining the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect consummation of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted and (xiii) prior to remove references concerning the valuation exercise of Purchaser's conversion rights with respect to the Convertible Notes under the Indenture, making an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated in the Indenture, which filing shall request early termination of the Purchased Assetswaiting periods imposed by the HSR Act and complying at as early a date as possible with any Request for Additional Information to cause termination of the waiting periods under the HSR Act and to prevent the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated by the Indenture. (b) On and after the Regulatory Relief Date, Company shall use its reasonable best efforts (yand cooperate fully with Purchaser) as necessary to comply with contractual arrangementsthe provisions of Section 272 of the Telecommunications Act as implemented by the FCC, and (z) as necessary to address reasonable attorney-client or the accounting and other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) aboverules, respond as promptly as reasonably practicable to any inquiries or requests for additional information regulations and documentary material received from orders of any Governmental Authority in connection with any antitrust that may be or competition matters related to may become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the transactions contemplated by other Transaction Documents. (c) Nothing in this AgreementSection 5.3 shall require Company or any of its Affiliates or Purchaser or any of its Affiliates to sell or otherwise dispose of, (ii) not extend or permit the sale or other disposition of, any waiting period or agree assets, in each case, whether as a condition to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into obtaining any agreement with any approval from a Governmental Authority agreeing not to consummate the transactions contemplated by this Agreementor any other Person or for any other reason.

Regulatory and Other Authorizations. (a) Each party Party shall use its reasonable best efforts efforts, and shall cause its respective Affiliates to use reasonable best efforts, to (i) promptly obtain all authorizationsConsents, consents, orders Permits and approvals Orders of all Governmental Authorities and officials that may be be, or become become, necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement the Transaction Agreements (including the consummation of the Transactions) (collectively, the “Governmental Approvals”), (ii) promptly secure the issuance, reissuance or transfer of all licenses and Permits, including Environmental Permits, that may be or become necessary to operate the Ancillary Agreements Business following the consummation of the Transactions and (iii) subject to Section 6.04(e), take all such actions as may be requested by any such Governmental Authority to obtain such Governmental Approvals, licenses and Permits. Each Party will cooperate fully with the reasonable requests of the other party Party in seeking promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted Governmental Approvals and the ownership issuance, reissuance or transfer of such licenses and Permits. (b) If required by applicable Law, the Purchased Assets. Each party hereto agrees to Seller Parties and the Buyer Parties shall make promptly (but in no event later than ten Business Days an appropriate filing of the date hereof) its respective filing, if necessary, a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Transactions as promptly as reasonably practicable after the Agreement Date and to shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto In addition, each Party agrees to make as promptly as practicable its respective filings or seek a waiver from the requirement to make (and notifications, if any, in any event within the required time periods for filing under applicable Law) any filing that may be required with respect to the Transactions under any other applicable antitrustAntitrust Law, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply and respond as promptly as practicable to the appropriate Governmental Authorities any inquiries or requests for additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, received from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation therewith. None of the Purchased Assets, Parties shall (yi) as necessary agree to comply extend any waiting period or agree to refile under any Antitrust Law (except with contractual arrangements, the prior written consent of the other Parties which shall not be unreasonably withheld) or (ii) enter into any agreement with any Governmental Authority agreeing not to consummate the Transactions (except with the prior written consent of the other Parties which shall not be unreasonably withheld). Each Party shall have sole responsibility for its respective filing fees associated with the HSR Act filings and (z) as necessary to address reasonable attorney-client or any other privilege or confidentiality concernssimilar filings required under applicable Antitrust Laws in any other jurisdictions. (c) Without limiting the generality of the foregoingEach Party shall, the parties agree subject to use their reasonable best efforts to avoid or eliminate each applicable Law and every impediment under any Antitrust Law that may be asserted supervisory confidentiality requirements imposed by any antitrust or competition applicable Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicableAuthority, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (d) Each party to this Agreement shall promptly notify the other party Parties of any nonconfidential oral or written communication it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by matters that are the subject of this Agreement and Section 6.04, permit the other party Parties and their Representatives to review in advance (and any nonconfidential written communication relating to consider any comments the matters that are the subject of this Section 6.04 proposed to be made by the other party in relation to) any proposed communication by such party Party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to such matters unless it consults with and provide the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party Parties with copies of all nonconfidential correspondence, filings or other communications between them or any of their representativesRepresentatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Section 6.04. Subject to Section 6.03 and supervisory confidentiality requirements imposed by any applicable Governmental Authority, the Parties will coordinate and reasonably cooperate with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act and any other applicable Antitrust Law. (d) Without limiting any other provision contained in this Section 6.04, each of the Buyer Parties and the Seller Parties shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning Transactions under the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, HSR Act and (z) as necessary to address reasonable attorney-client or any other privilege or confidentiality concernsapplicable Antitrust Law. (e) Each party to Notwithstanding anything else in this Agreement to the contrary, nothing in this Agreement will obligate or require the Buyer Parties or their Affiliates to (and none of the Seller Parties shall without the Buyer Parties’ prior written consent agree to or permit its Affiliates to agree to) take or cause to be taken any action (ior refrain or cause to refrain from taking any action) subject or agree or cause to Section 5.04(d) above, respond as promptly as reasonably practicable agree to any inquiries term, condition or requests for additional limitation, as a condition to or in connection with the expiration or termination of any applicable waiting period relating to the Transactions under the HSR Act, or in connection with any other Governmental Approvals and any other permits, consents approvals, nonactions, authorizations or any other action by a Governmental Authority or under other applicable Laws, in each case if such action (or refraining from such action), term, condition or limitation would have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect (measured on a scale relative to the size of the Business taken as a whole) on any of the Buyer Parties or their Subsidiaries. (f) Each Party shall, upon request, furnish the other Parties with all information concerning itself, its Affiliates, directors, officers and documentary material received from shareholders and such other matters as may be reasonably necessary in connection with any filing, notice or application required to be made by or on behalf of such Party or any of its Affiliates with any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreementhereby, including (iiwith respect to the Seller Parties) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent such financial information and data and financial statements of the Business as may be reasonably requested in connection therewith. Each Party represents, warrants and agrees that any information furnished by it or its Affiliates for inclusion in any regulatory application will be true and complete in all material respects as of the date so furnished (or as of such other party hereto, date to which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreementsuch information speaks).

Regulatory and Other Authorizations. (a) Each party shall Subject to the following sentence with respect to filings under the HSR Act, the Company and Buyer will (i) use its their reasonable best efforts to obtain as promptly obtain as reasonably practicable all authorizations, consents, orders orders, actions and approvals of approvals, and to make all filings with and to give all notices to all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofrequired to consummate the transactions contemplated by this Agreement, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will (ii) cooperate fully with the other party parties hereto in promptly seeking to obtain all such authorizations, consents, orders orders, actions and approvalsapprovals and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Following the First Stage Closing, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each each party hereto agrees to make promptly make, upon the earlier of (but in no event later than ten Business Days A) January 1, 2021, and (B) the satisfaction of the date hereof) its respective filingconditions set forth in Section 10.3(a), if necessary, pursuant to any required filings under the HSR Act with respect to the transactions contemplated by this Agreement Merger Transaction and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to in connection with such HSR Act filings. Each of the Company and Buyer will pay half of any fees associated with any filings under the HSR ActAct in connection with this Agreement. Each party hereto agrees The Company will pay all fees or make other payments provided for under Legal Requirements to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, Authority in order to obtain any necessary consents such authorizations, consents, orders or approvals under such Lawsapprovals. (b) Each party shall have the right to review in advance, and, Notwithstanding anything herein to the extent reasonably practicablecontrary, each will consult the other on, all information relating to the other and each neither Buyer nor any of their respective its Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may shall be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts required to avoid or eliminate each and every any impediment under any Antitrust Law antitrust, competition or trade regulation Legal Requirement that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close in connection with the transactions contemplated hereby as promptly as practicableby this Agreement or the Ancillary Agreements, including (i) negotiating, committing to and in any event prior to the End Date. In additioneffecting by consent decree, hold separate orders, or otherwise, the parties shall use their reasonable best efforts to defend through litigation on sale, divestiture or disposition of the merits any claim asserted in court by any party assets, properties or businesses of Buyer or its Affiliates (or after the Second Stage Closing, the Company), or (ii) entering into such other arrangements as are necessary in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to have vacated or terminatedeffect the dissolution of, any decreeinjunction, temporary restraining order or judgment (whether temporaryother order in any suit or proceeding, preliminary which would otherwise have the effect of materially delaying or permanent) that would prevent preventing the Closing prior to consummation of the End Date. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (dc) Each party to this Agreement shall The Company and Buyer will each promptly notify the other party of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by matters that are the subject of this Agreement and permit permit, when practicable, the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party (or the Company) to any Governmental Authority relating to such mattersAuthority. Neither party to this Agreement shall participate in or the Company nor Buyer will agree to participate in any substantive meeting, telephone call or discussion meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation litigation, or other inquiry relating to such matters unless until 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 in at such meeting, telephone call or discussion. The parties to this Agreement Company and Buyer will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement The Company and Buyer will provide the outside legal counsel for the each other party 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; provided provided, however, that materials may be redacted (xw) to remove references concerning the valuation of the Purchased AssetsCommon Shares or the business of the Company, (yx) as necessary to comply with contractual arrangements, (y) as necessary to address reasonable privilege or confidentiality concerns and (z) as necessary to address reasonable attorneycompetitive or regulatory concerns; however, both parties shall assess on a case-client by-case basis in good faith whether the redacted information may be exchanged between outside competition counsel for the purpose of any merger control proceedings. (d) Buyer and the Company will, or other privilege will cause their respective Affiliates to, notify their respective employees in respect of whom notification is required under applicable Legal Requirements or confidentiality concernsby contract of the transactions contemplated by this Agreement and the Ancillary Agreements. (e) Each party The Company shall use its reasonable best efforts to this Agreement prepare the material required to file an NDA for the Product with the FDA as promptly as reasonably practicable, and obtain FDA approval for the Product as promptly as reasonably practicable. The Company shall keep Buyer informed about the status and activities with respect to the development of the Product, and the Company will consider Buyer’s input with respect to the forgoing in good faith. The Company shall (i) subject provide Buyer with advance notice of the Company’s intent to Section 5.04(d) abovesubmit an NDA, respond as promptly as reasonably practicable to any inquiries amendment thereto, or requests for additional information and documentary material received from any Governmental Authority in connection other filing or written communication with any antitrust or competition matters related to this Agreement and Healthcare Regulatory Authority (the transactions contemplated by this Agreement“HRA Communications”), (ii) not extend provide Buyer with copies of any waiting period or agree draft HRA Communications prior to refile under submission to the HSR Act (except with the prior written consent of the other party heretoapplicable Healthcare Regulatory Authority, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement grant Buyer with any Governmental Authority agreeing not reasonable opportunity to consummate review and comment on such HRA Communications, which comments will be considered and addressed in good faith by the transactions contemplated Company. (f) Prior to the filing of the NDA with the FDA, the Company shall schedule a pre-NDA meeting with the FDA (the “FDA Meeting”) with respect to the Product. Buyer’s Representatives shall be allowed to participate in the FDA Meeting. At least thirty (30) days prior to the FDA Meeting, but in no event less than ten (10) days prior to submission of the briefing materials, the Company shall provide Buyer with draft briefing materials that the Company intends to submit to the FDA for the FDA Meeting and shall provide Buyer with the opportunity to comment on such briefing materials, which comments will be considered and addressed in good faith by this Agreementthe Company. The Company shall provide Buyer with a copy of the final minutes for the FDA Meeting (the “FDA Minutes”) within two (2) Business Days following the Company’s receipt of the FDA Minutes from the FDA.

Regulatory and Other Authorizations. (a) Each party Subject to any greater efforts or outright non-efforts based standard as expressly required by the terms of this Agreement and subject to Section 5.04(c), prior to the Closing, Buyer and Seller shall use its their respective commercially reasonable best efforts to promptly obtain take, or cause to be taken, all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofactions, and the performance of its obligations pursuant toto do, or cause to be done, all things, necessary, proper or advisable under this Agreement and any applicable Law, including Gaming Laws, to consummate and make effective, as promptly as reasonably practicable after the Ancillary Agreements Agreement Date, the Transactions. (b) Without limiting the generality of Section 5.04(a), Buyer shall, and will cooperate fully with shall cause its Affiliates and each of Buyer’s and its Affiliates’ respective Representatives (including those individuals set forth in Schedule 5.04(b) and such other individuals as are required to be licensed in their personal capacity under any Gaming Law (collectively, the other party in “Licensed Individuals”)) to, as promptly seeking as reasonably practicable after the Agreement Date, use its commercially reasonable efforts to (i) obtain all such authorizationsConsents, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations Orders (and any exemptions or exceptions therefrom) of all Government Authorities or otherwise required under Gaming Laws (including obtaining all Gaming Approvals) that may be, or become, necessary for the operation consummation of the Business as currently conducted and as currently proposed to be conducted and Transactions (collectively, the ownership of the Purchased Assets. Each party hereto agrees to make promptly “Government Approvals”), (but in no event later than ten Business Days of the date hereofii) its respective filing, if necessary, pursuant supply to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental applicable Government Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make applicable Gaming Laws as promptly as reasonably practicable its respective filings and notificationsafter such request, if any, under including making available any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), personnel in response to supply any queries made by a Government Authority as promptly as reasonably practicable to after such request, which may include information regarding this Agreement, Buyer’s capabilities as the appropriate Governmental Authorities any additional information potential purchaser of EBH and documentary material that the Transferred Real Property, Buyer’s and its Affiliates’ businesses and assets or other matters, (iii) take all such actions as may be requested by any such Government Authority to obtain such Government Approvals and (iv) avoid the enactment or entry of, or effect the dissolution of, any permanent, preliminary, temporary or other Order that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Buyer shall, and shall cause its Affiliates to, pay all fees and other payments to any Government Authority required by applicable Law in order to obtain any such Government Approvals. (c) Notwithstanding anything else to the contrary in this Agreement, and in furtherance and not in limitation of the generality of Buyer’s undertakings pursuant to Section 5.04(a) and Section 5.04(b), Buyer shall, and shall cause each of its Affiliates to, as promptly as reasonably practicable take any and all actions reasonably necessary to avoid or eliminate each and every impediment under any Gaming Law so as to enable the applicable Antitrust Law Parties to close the transactions contemplated by this Agreement as promptly as reasonably practicable after the Agreement Date (and not to enter into in any transaction event prior to the Closing Outside Date), including (i) taking or committing to take actions that may limit or impact Buyer’s or any of its Affiliates’ (whether now or hereafter acquired by Buyer or any of its Affiliates) or EBH’s (when owned by Buyer or its Affiliates) freedom of action with respect to, or its ability to retain, any of Buyer’s, any of its Affiliates’ (whether now or hereafter acquired by Buyer or any of its Affiliates) operations, divisions, businesses, product lines, Contracts, customers or assets (including the Transferred Real Property), (ii) making amendments or modifications (in each case, subject to Seller’s consent) to this Agreement and the other Transaction Agreements to the extent required by any Government Authority, (iii) proposing any alternative or additional individuals to the Licensed Individuals, (iv) the entrance into such other arrangements as are necessary or advisable in order to avoid the entry of, and the commencement of Actions seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Action which would otherwise reasonably be expected to make it have the effect of materially delaying or preventing the consummation of the Transaction, (v) using its commercially reasonable efforts to cause any stockholder with direct or indirect legal or beneficial ownership of 5% or more difficultof the shares or voting power of Buyer or other stockholder designated by the Gaming Authority (the “Significant Shareholders”) to, as promptly as reasonably practicable after the Agreement Date (and in any event no later than 60 days after the Agreement Date with respect to the initial application for waivers), apply for and obtain waivers from qualification under the Gaming Laws or, if such waivers cannot be promptly obtained, using its commercially reasonable efforts to cause the Significant Shareholders to take all such actions as are required to obtain all Consents, Permits and Orders of all Government Authorities or otherwise required under Gaming Laws (including obtaining any Gaming Approvals) that may be, or increase become, necessary for the time requiredconsummation of the Transactions and (vi) if the Interim Gaming Approval has been denied by the Gaming Authority at a duly convened hearing, obtaining a Final Determination. In addition, Buyer shall, and shall cause its Affiliates to, (A) respond to obtain and seek to resolve as promptly as reasonably practicable after the Agreement Date any necessary consents objections asserted by any Government Authority with respect to the Transactions, and (B) defend through litigation on the merits any Action by any Person (including the Gaming Authority) in order to avoid entry or approvals under such Lawsenactment of, or to have vacated, terminated or rescinded, any Order (whether temporary, preliminary or permanent) that would prevent the Closing from occurring as promptly as reasonably practicable after the Agreement Date, and in any event prior to the Outside Date. (bd) Each party To the extent not prohibited by applicable Law, each Party shall have promptly notify the right other Party of any oral or written communication it or any of its Affiliates or their respective Representatives receives from any Government Authority relating to the matters that are the subject of this Section 5.04 (including notifications under any Gaming Law and other similar notifications), permit the other Party and its Representatives to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information advance any communication relating to the matters that are the subject of this Section 5.04 proposed to be made by such Party to any Government Authority and provide the other and each Party with copies of all substantive correspondence, filings or other communications between them or any of their respective Affiliates Representatives, on the one hand, and any Government Authority or members of its staff, on the other hand, relating to the matters that appears in any filing made withare the subject of this Section 5.04; provided, or written materials submitted tohowever, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (yi) as necessary to comply with contractual arrangements, arrangements or applicable Law; and (zii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties No Party shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call meeting or discussion with any Governmental Government Authority in respect of any such filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to such matters unless it consults with the other party Party in advance and, to the extent permitted by such Governmental Government Authority, gives the other party Party the opportunity to attend and participate in at such meeting. To the extent not prohibited by applicable Law, telephone call or discussion. The parties to this Agreement the Parties will coordinate and cooperate fully with each other in exchanging such information and providing each will provide such assistance as the other party Party may reasonably request in connection with the foregoing. (e) The Parties shall share control and direction of the Government Approval process contemplated by this Section 5.04, including sharing control and direction of the strategy and final determinations related to the review or investigation of the Transactions by any Government Authority and attending all meetings and discussions with any Government Authority, in each case the extent permitted by such Government Authority. In relation to the Interim Gaming Approval, Buyer shall propose, in its Initial Gaming Submissions, the structure set forth on Schedule 5.04(e). For clarity, nothing in this Section 5.04(e) shall in any way restrict or limit Buyer’s obligations pursuant to Section 5.04(b) and Section 5.04(c). (f) In furtherance and not in limitation of the foregoing provisions of this Section 5.04, Buyer shall (and shall cause its Affiliates and their respective Representatives (including the Licensed Individuals) to) (i) prepare and submit to the Gaming Authority, in seeking early each case as promptly as reasonably practicable, all applications and supporting documents, including the fully executed Trust Agreement, necessary to obtain the Interim Gaming Approval (the “Initial Gaming Submissions”); provided, that such applications and supporting documents shall be submitted no later than, with respect to any entity applications, 30 days after the Agreement Date, and, with respect to any individual applications (including the Licensed Individuals), no later than 60 days after the Agreement Date and (ii) to the extent the Gaming Authority determines that any Initial Gaming Submission is incomplete, to as promptly as reasonably practicable amend such application or provide such additional supporting documents as are necessary for the Gaming Authority to determine that each application required to obtain the Initial Gaming Approval is complete (collectively, such complete applications (whether or not the Initial Gaming Submissions) the “Completed Submission”) and for the 120 day period referred to in 205 CMR 116.10 (3) of the Code of Massachusetts Regulations to commence. (g) Buyer shall not, and shall not permit MDC Holdings or any of its Subsidiaries, including EBH to, and shall not permit any of its other Subsidiaries (solely with respect to any gaming asset in the Commonwealth other than the Transferred Interests) to, take any action (including acquiring or combining, or agreeing to acquire or combine, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire any assets) that would reasonably be expected to have the effect of (i) delaying, impairing or impeding the receipt of, or increasing the risk of not receiving, any required Government Approval (including the Gaming Approvals) or the issuance, reissuance or transfer of any Permit, (ii) delaying, impairing or impeding the expiration or termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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, period with respect to a Government Approval (including the transactions contemplated by this Agreement; provided that materials may be redacted Gaming Approvals), (xiii) to remove references concerning increasing the valuation risk of any Government Authority enacting a Law or entering an Order prohibiting the consummation of the Purchased Assets, Transactions or (yiv) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsotherwise delaying the consummation of the Transactions. (eh) Each party Following the Closing (to this Agreement the extent a Final Determination is not obtained prior to Closing), Buyer shall, and shall cause each of its Affiliates (iincluding EBH) subject to Section 5.04(d) aboveto, respond as promptly as reasonably practicable take any and all actions reasonably necessary to any inquiries or requests for additional information obtain a “final determination of suitability” (as such phrase is utilized in 205 CMR 116.10(3) of the Code of Massachusetts Regulations) approving the Transactions (and documentary material received from any Governmental Authority each individual required to be licensed in connection with any antitrust or competition matters related to this Agreement and therewith) (such final determination of suitability, the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement“Final Determination”).

Regulatory and Other Authorizations. (a) Each party of the Company and the Purchaser shall use its reasonable best efforts (and cooperate fully with the other party in promptly seeking) to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or may become necessary for its the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements other Transaction Documents, and will cooperate fully with for the other party in promptly seeking to obtain all such authorizationsconversion of any of the New 6.15% Notes and Convertible Notes by the Purchaser, consentsincluding, orders and approvals, including cooperation to enable the Purchaser to obtain, without limitation: prior to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation exercise of the Business as currently conducted Purchaser's conversion rights with respect to the Convertible Notes under the Indenture or the New 6.15% Notes under the New 6.15% Notes Indenture, making an appropriate filing of a Notification and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement Agreement, the Indenture or the New 6.15% Notes Indenture, which filing shall request early termination of the waiting periods imposed by the HSR Act and complying at as early a date as possible with any Request for Additional Information to cause termination of the waiting periods under the HSR Act and to supply as promptly as practicable to prevent the appropriate Governmental Authorities any additional information and documentary material that may be requested entry by a court of competent jurisdiction of an order enjoining (x) the consummation of the transactions contemplated by the Indenture or the New 6.15% Notes Indenture or (y) the conversion of the New 6.15% Notes or the Convertible Notes pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notificationsNew 6.15% Notes Indenture or the Indenture, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Lawsrespectively. (b) Each party On and after the Regulatory Relief Date, the Company shall have use its reasonable best efforts (and cooperate fully with the right Purchaser) to review in advancecomply with the provisions of Section 272 of the Telecommunications Act as implemented by the FCC, andand the accounting and other rules, to the extent reasonably practicable, each will consult the other on, all information relating to the other regulations and each orders of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with that may be or may become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsTransaction Documents. (c) Without limiting Nothing in this Section 5.1 shall require the generality Company or any of its Affiliates or the foregoingPurchaser or any of its Affiliates to sell or otherwise dispose of, or permit the parties agree sale or other disposition of, any assets, in each case, whether as a condition to use their reasonable best efforts to avoid or eliminate each and every impediment under obtaining any Antitrust Law that may be asserted by any antitrust or competition approval from a Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, Person or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act or for any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or businessreason. (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 transactions contemplated by this Agreement and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (a) Each party The Purchaser and the Seller shall cooperate with each other and (i) shall use its their commercially reasonable best efforts promptly to promptly obtain prepare and to file all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery ofdocumentation, and the performance of its obligations pursuant toto effect all applications, this Agreement notices, petitions and the Ancillary Agreements and will cooperate fully filings, with the other party in promptly seeking each Governmental Authority which are necessary or advisable to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Each party hereto agrees to make promptly (but in no event later than ten Business Days of the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect to consummate the transactions contemplated by this Agreement Agreement, and (ii) shall use their commercially reasonable efforts to supply obtain as promptly as practicable any Permit of such Governmental Authority which is necessary or advisable to consummate the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Lawstransactions contemplated by this Agreement. (b) Each The Purchaser and the Seller shall cooperate with each other and (i) shall use their commercially reasonable efforts promptly to prepare and to file all necessary documentation, and to effect all applications, notices, petitions and filings, with each third party (other than a Governmental Authority) which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (ii) shall use their commercially reasonable efforts to obtain as promptly as practicable any Permit of such third party which is necessary or advisable to consummate the transactions contemplated by this Agreement. (c) Without limiting the generality of the foregoing, as soon as practicable after execution and delivery of this Agreement, the Purchaser and the Seller shall make all filings required under the HSR Act. The Purchaser and the Seller will each furnish all information as may be required by any other state regulatory agency properly asserting jurisdiction or by the FTC and the United States Department of Justice under the HSR Act in order that the requisite approvals for the purchase and sale of the Shares pursuant hereto, and the transactions contemplated hereby, be obtained or to cause any applicable waiting periods to expire. (d) The Purchaser and the Seller shall have the right to review in advance, andand shall consult with the other party on, in each case subject to Applicable Laws relating to the extent reasonably practicable, each will consult the other onexchange of information, all the information relating to the other Seller, the Company and each the Subsidiaries or the Purchaser, as the case may be, and any of their respective Affiliates that appears Affiliates, which appear in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other third party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in this Agreement, in connection with the receipt transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any necessary approvals under the HSR Act or any other Antitrust Law, neither the Purchaser nor any of its Affiliates shall be required to divest or hold separate any material assets or business. (d) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives Permit from any a Governmental Authority relating or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and permit each party shall keep the other apprised of the status of obtaining any such Permits. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority relating to by such matters. Neither filing party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or 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 the opportunity to attend and participate in such meeting, telephone call or discussionapplication. The parties to this Agreement 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 In exercising the foregoing rights and in seeking early termination of any applicable waiting periodsobligations, including under the HSR Act. Each party to this Agreement will provide Purchaser and the outside legal counsel for the other party with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, Seller shall act reasonably and any Governmental Authority or members of its staff, on the other hand, with respect to the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concernspromptly. (e) Each party The Purchaser and the Seller shall, upon request, furnish each other with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of the Purchaser, the Company or any of their respective Affiliates to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period Agreement or agree to refile under the HSR Act other Operative Documents (except with to the prior written consent extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (f) The Purchaser and the Seller shall promptly advise each other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (iii) not enter into upon receiving any agreement with communication from any Governmental Authority agreeing not to consummate whose consent or approval is required for consummation of the transactions contemplated by this AgreementAgreement which causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.

Regulatory and Other Authorizations. Consents --------------------------------------------- (a) Each party The Purchaser shall use its reasonable best commercial efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, and the Ancillary Agreements and Seller will cooperate fully with the other party Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; it being understood that the Seller shall not be required to pay any fees or other payments to any such Governmental Authority in order to obtain any such authorization, including cooperation to enable consent, order or approval (other than normal filing fees). The Purchaser will not take any action that would have the Purchaser to obtaineffect of delaying, to impairing or impeding the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation receipt of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. any required approvals. (b) Each party hereto agrees to make promptly (but in no event later than ten Business Days an appropriate filing of the date hereof) its respective filing, if necessary, a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement hereby within five 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. Each In addition, each party hereto agrees to promptly make as promptly as practicable its respective filings and notifications, if any, any other filing that may be required under any other applicable antitrust, competition, antitrust or trade regulation merger control Law (together with the HSR Act, the “Antitrust Laws”), or by any other antitrust or merger control authority. The Purchaser agrees to supply as promptly as practicable to the appropriate Governmental Authorities take any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law and not to enter into any transaction prior to the Closing that would all steps reasonably be expected to make it more difficult, or increase the time required, to obtain any necessary consents or approvals under such Laws. (b) Each party shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the foregoing, the parties agree to use their reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust antitrust Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby hereby. Each party shall bear its respective filing fees associated with the HSR Act filings and any other similar filings required in any other jurisdictions. (c) The Purchaser shall use its reasonable commercial efforts (a) to cause Seller and its Affiliates to be released as promptly of the Closing, or as practicablesoon thereafter as possible, from all indemnities, guaranties and guaranty obligations of the Seller and such Affiliates relating to obligations of the Business or otherwise relating to or for the benefit of the Business, and in (b)(i) to arrange for substitute letters of credit to replace (x) the letters of credit entered into by or on behalf of the Seller or any event prior to of its Affiliates outstanding as of the End Date. In addition, the parties shall use their reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date. Notwithstanding anything to the contrary in date of this Agreement, Agreement in connection with the receipt Business as set forth in Section 5.4(c) of the Disclosure Schedule and (y) any necessary approvals under the HSR Act letters of credit entered into by or any other Antitrust Law, neither the Purchaser nor on behalf of Seller or any of its Affiliates in connection with the Business on or after the date of this Agreement and prior to the Closing (collectively, the "Seller ------ LOCs") or (ii) to assume all obligations of reimbursement under ---- each Seller LOC, obtaining from the creditor a full release of all parties liable, directly or indirectly, for reimbursement to the creditor in connection with amounts drawn under each Seller LOC under the existing terms of each Seller LOC. The Purchaser agrees (A) to indemnify the Seller and its Affiliates for any and all Losses incurred by the Seller and such Affiliates after the date of this Agreement arising out of any such indemnity, guaranty or guaranty obligation, whether or not such Losses occurred prior to, on or after the Closing, and (B) that, to the extent the beneficiary under any Seller LOC refuses to accept any such substitute letter of credit proffered by the Purchaser, the Purchaser shall be required indemnify, defend and hold harmless Seller and its Affiliates against and reimburse Seller and such Affiliates for any and all costs or expenses in connection with such Seller LOCs, including Seller's expenses in maintaining such Seller LOCs whether or not any such Seller LOC is drawn upon, and shall in any event promptly reimburse Seller to divest the extent any Seller LOC is called upon and Seller makes any payment thereunder or hold separate any material assets or businessis obligated to reimburse the party issuing the Seller LOC. (d) Each party hereto agrees 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 transactions contemplated by this Agreement and permit the other party to review in advance (use all reasonable commercial efforts and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to such matters unless it consults cooperate with the other parties hereto in promptly obtaining any other third party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend consents and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party approvals that may reasonably request be required in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party to this Agreement will provide the outside legal counsel for the other party 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 the transactions contemplated by this Agreement; provided that materials may be redacted (x) to remove references concerning the valuation of the Purchased Assetsprovided, (y) as necessary to comply with contractual arrangementshowever, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Each party to this Agreement shall (i) subject to Section 5.04(d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Authority in connection with any antitrust or competition matters related to this Agreement and the transactions contemplated by this Agreement, (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto, which consent Seller shall not be unreasonably withheld, conditioned required -------- ------- to compensate any third party to obtain any such consent or delayed) and (iii) not enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreementapproval.