Common use of Regulatory Approvals and Third Party Consents Clause in Contracts

Regulatory Approvals and Third Party Consents. (a) Each party hereto shall (and the Company shall cause the Subsidiaries to) cooperate and (i) use their respective best efforts to obtain all approvals, consents, waivers and authorizations (including the Required Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing), and (ii) otherwise act in good faith in connection with the performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby. (b) The parties hereto shall make or cause to be made, as promptly as practicable, all filings and submissions required to obtain all Required Regulatory Approvals or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals. (c) The parties hereto and their respective Affiliates shall not extend any waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto. (d) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (e) Buyer and the Selling Stockholders shall, and the Company shall (and the Company shall cause the Subsidiaries to, if applicable), cooperate with each other and, subject to the Confidentiality Agreement and except where prohibited by applicable Law, shall furnish to each other all information necessary or desirable in connection with obtaining any approvals, consents, waivers or authorizations from any Governmental Authority or other Persons or making any filings or submissions with any Governmental Authority required in order to consummate the transactions contemplated hereby, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to this Agreement or the transactions contemplated hereby. Subject to the Confidentiality Agreement and except where prohibited by applicable Law, each party shall promptly inform each other party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such approvals, consents, waivers, authorizations or filings.

Regulatory Approvals and Third Party Consents. (a) Each party hereto As promptly as practicable after the date of this Agreement, the Seller Parties shall (and the Company shall cause the Subsidiaries to) cooperate and (i) use their respective reasonable best efforts to obtain all approvals, consents, waivers and authorizations (including the Required Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing), and (ii) otherwise act in good faith in connection with the performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, consents as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate Section 3.6 of the transactions contemplated herebyCompany Disclosure Schedule. (b) The parties hereto Purchaser, the Seller and each of the Paragon Companies, as necessary, shall (i) make or cause to be made, as promptly as practicablewithin five (5) Business Days after the date hereof, all filings and submissions required to obtain all Required Regulatory Approvals of each of them or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals. (c) The parties hereto and their respective Affiliates under the HSR Act (and shall not extend any seek early termination of the applicable waiting period thereunder) or comparable period under any other Antitrust Laws or enter into any agreement with any Governmental Authority not respect to consummate the transactions contemplated hereby, except (ii) comply at the earliest practicable date with any request under the prior written consent HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign Laws, Orders or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division of the United States Department of Justice or any other parties hereto. (d) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority in respect of such filings or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order liftedtransactions, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (eiii) Buyer and the Selling Stockholders shall, and the Company shall (and the Company shall cause the Subsidiaries to, if applicable), cooperate with each other andin connection with any such filing (including, subject to the Confidentiality Agreement and except where prohibited extent permitted by applicable Law, shall furnish providing redacted copies of all such documents to each other the non-filing parties prior to filing and considering all information necessary reasonable additions, deletions or desirable changes suggested in connection with obtaining any approvals, consents, waivers or authorizations from any Governmental Authority or other Persons or making any filings or submissions with any Governmental Authority required in order to consummate the transactions contemplated hereby, therewith) and in connection with resolving any investigation or other inquiry by of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to this Agreement any such filing or any such transaction. Each of Purchaser and the Seller Parties shall use its commercially reasonable efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyby this Agreement. Subject to Each of Purchaser and the Confidentiality Agreement and except where prohibited by applicable Law, each party Seller Parties shall promptly inform each the other party Parties of any oral communication with, and any proposed understanding, undertaking or agreement provide copies of written communications with, any Governmental Authority regarding any such approvals, consents, waivers, authorizations filings or filingsany such transaction. Purchaser shall pay all filing fees related to the filings under the HSR Act or any other Antitrust Laws with respect to the transactions contemplated hereby.

Regulatory Approvals and Third Party Consents. (a) Each party hereto Following the date hereof until the Closing Date, the Parties shall (cooperate with each other and the Company shall cause the Subsidiaries to) cooperate and (i) use their respective reasonable best efforts efforts, subject to and without limiting anything contained in this Agreement (including the terms of this Section 5.2), to obtain all approvalsRegulatory Approvals as promptly as practicable (and, consentsfor purposes of this Section 5.2, waivers and authorizations (including Regulatory Approvals shall be deemed to include the Required Subsequent Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing), and (ii) otherwise act in good faith in connection with the performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby. (b) The parties hereto Each Party shall make or cause to be made, supply as promptly as practicable, all filings practicable to the appropriate Governmental Authorities any additional information and submissions required documentary material that may be requested pursuant to obtain all Required Regulatory Approvals any Antitrust Law or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals. (c) The parties hereto . Without limiting the foregoing, Buyer and their respective its Affiliates shall not extend not, directly or indirectly, take any action that has or may have the effect of extending any waiting period or comparable period under any applicable Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyTransaction, except with the prior written consent of the other parties heretoSeller (not to be unreasonably withheld, conditioned or delayed). (dc) In the event any claim, action, suit, investigation or other proceeding Proceeding by any a Governmental Authority or other Person is commenced that questions which seeks an injunction or other order prohibiting the validity or legality consummation of the transactions contemplated hereby or seeks damages in connection therewithTransaction, the parties hereto Parties agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding Proceeding and, if an injunction or other order is issued in any such action, suit or other proceedingProceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated herebyTransaction. (d) Each Party agrees that it will promptly inform the other Party of any substantive communication that it has with any Governmental Authority in connection with any investigation in connection with the Regulatory Approvals by a Governmental Authority. Subject to appropriate limitations for confidential or competitively sensitive information, each Party will (i) promptly furnish the other Party with copies of all substantive correspondence, filings and written communications regarding the Transaction between them and their representatives, on the one hand, and a Governmental Authority, on the other hand, in connection with the Regulatory Approvals, (ii) provide the other Party a reasonable opportunity to comment in advance on all such correspondence, filings and written communications to a Governmental Authority, and (iii) to the extent permitted by Law and reasonably practicable, permit each Party, as applicable, a reasonable opportunity to attend and participate in any substantive meetings, discussions or telephone conversations with any Governmental Authority in connection with the Regulatory Approvals. Notwithstanding anything to the contrary herein, neither Party shall have a right to attend or participate in ordinary course meetings, discussions or telephone conversations the other Party has with a Governmental Authority, the primary purpose of which is unrelated to the Transaction; provided that, if any of the Regulatory Approvals are discussed in the course of such meetings, discussions or telephone conversations, such other Party shall, to the extent permitted by Law and reasonably practicable, promptly provide such Party with a summary of such discussions. (e) From the date hereof to the earlier of the termination of this Agreement and the Closing, except as required by this Agreement, Buyer and its Affiliates shall not engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into that would materially impair or delay Buyer’s ability to consummate the Selling Stockholders shallTransaction or perform its obligations hereunder. Without limiting the generality of the foregoing, none of Buyer, the Subsidiaries of Buyer or their respective Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining the Regulatory Approvals, (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transaction, or increase the risk of not being able to remove any such order on appeal or otherwise or (iii) materially impair or delay Buyer’s ability to consummate the Transaction or perform its obligations hereunder. (f) Notwithstanding the foregoing, a Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Section 5.2 in connection with seeking a Regulatory Approval as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient Party, and the Company recipient Party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors, Affiliates, members, partners, equity holders or other Representatives of the recipient Party or any of its Affiliates, unless express written permission is obtained in advance from the source of the materials. (g) From the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Company Closing, the Parties shall cause the Subsidiaries to, if applicable), cooperate with each other andand use their respective reasonable best efforts, subject to and without limiting anything contained in this Agreement, to obtain all Consents (including each Consent set forth on Section 5.2(g) of the Confidentiality Agreement and except where prohibited by applicable LawDisclosure Schedules), shall furnish including, in the case of Seller, using reasonable best efforts to each transfer to Buyer all Assumed Contracts; provided that no Party will be obligated to pay any amounts or provide other all information necessary or desirable consideration in connection with obtaining or seeking to obtain any approvalsConsents. (h) Without limiting Section 12.1, consentsall registration and filing fees relating to the Regulatory Approvals shall be borne fifty percent (50%) by Seller, waivers on the one hand, and fifty percent (50%) by Buyer, on the other hand. (i) Notwithstanding anything to the contrary in this Agreement or authorizations any Transaction Document, neither this Agreement nor any Transaction Document shall constitute an agreement to sell, assign, transfer, convey, deliver or assume, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, that would constitute a Transferred Asset if an attempted direct or indirect sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would violate or contravene any Governmental Authority applicable Law, or (ii) without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other Persons contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or making right or would in any filings way adversely affect the rights of Seller or submissions its Subsidiaries or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Seller or its Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that Closing shall proceed in accordance with this Agreement and Buyer shall pay the Preliminary Closing Purchase Price at the Closing without the transfer, assignment or assumption of such asset, claim or right. Buyer agrees that neither Seller nor its Affiliates shall have any Governmental Authority required Liability to Buyer or its Affiliates arising out of or relating to the failure to obtain any Consent and no representation, warranty or covenant of Seller (other than those covenants contained in order Section 5.2(g), this Section 5.2(i) and Section 5.2(j), in each case, in accordance with the terms set forth therein) contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligation to consummate the transactions Transaction shall be deemed not satisfied as a result of the failure to obtain any Consent or as a result of any resulting default or termination. (j) If the sale, assignment, transfer, conveyance, delivery or assumption of any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, that would constitute a Transferred Asset is not consummated prior to or at the Closing, as a result of Section 5.2(i), then (i) Seller and its Subsidiaries shall thereafter hold such asset for the use and benefit, insofar as legally permitted, of Buyer until the consummation of the assignment, transfer, conveyance, delivery or assumption thereof, (ii) during the twenty- four (24) -month period immediately following the Closing Date, the Parties shall use their reasonable best efforts to obtain all required Consents and (iii) the Parties shall use their reasonable best efforts to take such other actions as may reasonably be requested by the other Party to place Buyer, insofar as legally permitted, in the same position as if such asset, claim or right had been transferred to Buyer at the Closing as contemplated hereby and so that all the benefits and burdens relating to such asset, claim or right (including possession, use, risk of loss, Assumed Liabilities, potential for gain, and dominion, control and command over such asset, claim or right) are to inure from and after the Closing to Buyer. Notwithstanding the foregoing, no Party will be obligated to pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Consents. Following receipt of any such required Consents with respect to a Transferred Asset, such Transferred Asset shall be automatically assigned or transferred to Buyer. This provision is intended, among other things, to cause all such assets, claims and rights that are considered Transferred Assets to be treated for all Tax and accounting purposes as if transferred at the Closing as contemplated hereby, such that such assets, claims and in connection with resolving any investigation rights are and will be at all times from and after the Closing, for all Tax and accounting purposes, owned by Buyer (or other inquiry Buyer’s assignee, transferee or successor), and the Parties will so treat such assets, claims and rights for all Tax and accounting purposes, except as otherwise required by any Governmental Authority under any Laws applicable Law. (k) The provisions of this Section 5.2 shall not apply with respect to this Agreement or the transactions contemplated hereby. Subject Shared Contracts, with respect to the Confidentiality Agreement and except where prohibited by applicable Law, each party which Section 5.3 shall promptly inform each other party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such approvals, consents, waivers, authorizations or filingsapply.

Regulatory Approvals and Third Party Consents. (a) Each party hereto Purchaser, Seller and each of the PEP Companies, as necessary, shall (and the Company shall cause the Subsidiaries to) cooperate and (i) use make or cause to be made, within five (5) Business Days after the date hereof, all filings required of each of them or any of their respective best efforts Subsidiaries or Affiliates under the HSR Act (and shall seek early termination of the applicable waiting period thereunder) or other Antitrust Laws with respect to obtain all approvals, consents, waivers and authorizations (including the Required Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby hereby, (including ii) comply at the Closing)earliest practicable date with any request under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign Laws, Orders or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division of the United States Department of Justice or any other Governmental Body in respect of such filings or such transactions, and (iiiii) otherwise act cooperate with each other in good faith connection with any such filing (including, to the extent permitted by applicable Law, providing redacted copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its commercially reasonable efforts to furnish to each other party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the performance of their obligations under transactions contemplated by this Agreement, use their respective best efforts to take or cause to be taken all actions. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. Purchaser shall pay all filing fees related to do the filings under the HSR Act or cause any other Antitrust Laws with respect to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby. (b) The parties hereto shall make or cause to be madeWithout limiting the foregoing, as promptly as practicable(i) the PEP Companies, all filings and submissions required to obtain all Required Regulatory Approvals or otherwise required by any other applicable Laws thatSeller, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals. (c) The parties hereto Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under any the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority Body not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties heretoparties, and (ii) Purchaser agrees to take all actions that are necessary or reasonably advisable or as may be required by any Governmental Body to expeditiously consummate the transactions contemplated by this Agreement, except that Purchaser shall not be required to enter into any agreement with respect to any of the following if they individually or in the aggregate would reasonably be expected to have a material adverse effect on the Purchaser (A) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets or facilities of any PEP Company after the Closing or any entity, facility or asset of Purchaser or its Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a material liability resulting from a breach of a contractual obligation to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a material liability resulting from a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. (dc) In the event any claim, action, suit, Legal Proceeding or investigation or other proceeding by any Governmental Authority Body or other Person is commenced commenced, under the Antitrust Laws or otherwise, that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to will cooperate and use commercially reasonable best efforts to defend against such claim, action, suit, Legal Proceeding or investigation or other proceeding and, if an injunction or other order Order is issued in any such actionLegal Proceeding, suit or other proceeding, to will use commercially reasonable best efforts to have such injunction or other order Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (ed) Buyer Purchaser shall promptly reimburse Seller and the Selling Stockholders shall, and the Company shall (and the Company shall cause the Subsidiaries to, if applicable), cooperate with each other and, subject to the Confidentiality Agreement and except where prohibited PEP Companies for any costs or expenses incurred by applicable Law, shall furnish to each other all information necessary or desirable them in connection with obtaining any approvalsinquiries by, consents, waivers or authorizations from any Governmental Authority or other Persons or making any filings or submissions with any Governmental Authority required in order to consummate the transactions contemplated hereby, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to this Agreement or the transactions contemplated hereby. Subject to the Confidentiality Agreement and except where prohibited by applicable Law, each party shall promptly inform each other party of any communication negotiations with, and a Governmental Body or any proposed understanding, undertaking or agreement with, any Governmental Authority Legal Proceedings regarding any such approvalsnecessary approvals under the Antitrust Laws, consents, waivers, authorizations or filingsincluding without limitation costs and expenses related to a “second request” under the Antitrust Laws.

Regulatory Approvals and Third Party Consents. (a) Each party hereto shall (Other than the expirations of waiting periods and the Company shall cause the Subsidiaries to) cooperate filings, notices, reports, consents, registrations, approvals, permits and authorizations (i) use their respective best efforts to obtain all approvalsunder the HSR Act, consents, waivers and authorizations (including the Required Regulatory Approvalsii) required to be made or obtained pursuant to Canadian Securities Laws, (iii) required to be made with or obtained from the SEC, (iv) with or from NASDAQ and the TSX and (v) under state securities and “blue sky” Laws (the “Buyer Regulatory Approvals” and, together with the Seller Regulatory Approvals, the “Regulatory Approvals”), no expirations of waiting periods under applicable Law are required and no filings, notices, consents, registrations, approvals, permits or authorizations are required to be made by Buyer or any of its Subsidiaries (or, with respect to the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations the HSR Act, Affiliates of Buyer) with, nor are any required to be obtained by Buyer or any of its Subsidiaries from, any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing)Authority, and (ii) otherwise act in good faith in connection with the execution and delivery of and performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, Agreement by Buyer and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby. (b) The parties hereto shall make or cause to be made, as promptly as practicable, all filings and submissions required to obtain all Required Regulatory Approvals or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals. (c) The parties hereto and their respective Affiliates shall not extend any waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto. (d) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated herebyby this Agreement or the execution and delivery of and performance under the Transaction Documents by Buyer and each of its Subsidiaries that is or will be a party thereto and the consummation of the transactions contemplated thereby, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (eb) Except pursuant to the Investor Rights Agreement (the “Buyer Third-Party Consent” and, together with the Seller Third-Party Consents, the “Third-Party Consents”), no consent, approval, waiver or authorization is required to be obtained by Buyer from, or to be given by Buyer to, or made by Buyer with, any Person other than a Governmental Authority or securities exchange, as a result of the execution, delivery or performance by Buyer of this Agreement and the Selling Stockholders shallTransaction Documents to which it is a party, and the Company shall (and the Company shall cause the Subsidiaries toexcept for such consents, if applicable), cooperate with each other and, subject to the Confidentiality Agreement and except where prohibited by applicable Law, shall furnish to each other all information necessary or desirable in connection with obtaining any approvals, consents, waivers or authorizations from any Governmental Authority of which the failure to obtain would not, individually or other Persons in the aggregate, reasonably be expected to prevent, materially delay or making any filings or submissions with any Governmental Authority required in order to consummate materially impair the consummation of the transactions contemplated herebyby this Agreement. Buyer has received the Buyer Third-Party Consent and has made a true, correct and complete copy of the Buyer Third-Party Consent available to Seller. The Buyer Third-Party Consent remains in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to this Agreement or full force and effect as of the transactions contemplated hereby. Subject to the Confidentiality Agreement and except where prohibited by applicable Law, each party shall promptly inform each other party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such approvals, consents, waivers, authorizations or filingsdate hereof.

Regulatory Approvals and Third Party Consents. (a) Each party hereto Following the date hereof until the Closing Date, the Parties shall (cooperate with each other and the Company shall cause the Subsidiaries to) cooperate and (i) use their respective reasonable best efforts efforts, subject to and without limiting anything contained in this Agreement (including the terms of this Section 5.2), to obtain all approvalsRegulatory Approvals as promptly as practicable (and, consentsfor purposes of this Section 5.2, waivers and authorizations (including Regulatory Approvals shall be deemed to include the Required Subsequent Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing), and (ii) otherwise act in good faith in connection with the performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby. (b) The parties hereto Each Party shall make or cause to be made, supply as promptly as practicable, all filings practicable to the appropriate Governmental Authorities any additional information and submissions required documentary material that may be requested pursuant to obtain all Required Regulatory Approvals any Antitrust Law or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals. (c) The parties hereto . Without limiting the foregoing, Buyer and their respective its Affiliates shall not extend not, directly or indirectly, take any action that has or may have the effect of extending any waiting period or comparable period under any applicable Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyTransaction, except with the prior written consent of the other parties heretoSeller (not to be unreasonably withheld, conditioned or delayed). (dc) In the event any claim, action, suit, investigation or other proceeding Proceeding by any a Governmental Authority or other Person is commenced that questions which seeks an injunction or other order prohibiting the validity or legality consummation of the transactions contemplated hereby or seeks damages in connection therewithTransaction, the parties hereto Parties agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding Proceeding and, if an injunction or other order is issued in any such action, suit or other proceedingProceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated herebyTransaction. (d) Each Party agrees that it will promptly inform the other Party of any substantive communication that it has with any Governmental Authority in connection with any investigation in connection with the Regulatory Approvals by a Governmental Authority. Subject to appropriate limitations for confidential or competitively sensitive information, each Party will (i) promptly furnish the other Party with copies of all substantive correspondence, filings and written communications regarding the Transaction between them and their representatives, on the one hand, and a Governmental Authority, on the other hand, in connection with the Regulatory Approvals, (ii) provide the other Party a reasonable opportunity to comment in advance on all such correspondence, filings and written communications to a Governmental Authority, and (iii) to the extent permitted by Law and reasonably practicable, permit each Party, as applicable, a reasonable opportunity to attend and participate in any substantive meetings, discussions or telephone conversations with any Governmental Authority in connection with the Regulatory Approvals. Notwithstanding anything to the contrary herein, neither Party shall have a right to attend or participate in ordinary course meetings, discussions or telephone conversations the other Party has with a Governmental Authority, the primary purpose of which is unrelated to the Transaction; provided that, if any of the Regulatory Approvals are discussed in the course of such meetings, discussions or telephone conversations, such other Party shall, to the extent permitted by Law and reasonably practicable, promptly provide such Party with a summary of such discussions. (e) From the date hereof to the earlier of the termination of this Agreement and the Closing, except as required by this Agreement, Buyer and its Affiliates shall not engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into that would materially impair or delay Buyer’s ability to consummate the Selling Stockholders shallTransaction or perform its obligations hereunder. Without limiting the generality of the foregoing, none of Buyer, the Subsidiaries of Buyer or their respective Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining the Regulatory Approvals, (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transaction, or increase the risk of not being able to remove any such order on appeal or otherwise or (iii) materially impair or delay Buyer’s ability to consummate the Transaction or perform its obligations hereunder. (f) Notwithstanding the foregoing, a Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Section 5.2 in connection with seeking a Regulatory Approval as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient Party, and the Company recipient Party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors, Affiliates, members, partners, equity holders or other Representatives of the recipient Party or any of its Affiliates, unless express written permission is obtained in advance from the source of the materials. (g) From the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Company Closing, the Parties shall cause the Subsidiaries to, if applicable), cooperate with each other andand use their respective reasonable best efforts, subject to and without limiting anything contained in this Agreement, to obtain all Consents (including each Consent set forth on Section 5.2(g) of the Confidentiality Agreement and except where prohibited by applicable LawDisclosure Schedules), shall furnish including, in the case of Seller, using reasonable best efforts to each transfer to Buyer all Assumed Contracts; provided that no Party will be obligated to pay any amounts or provide other all information necessary or desirable consideration in connection with obtaining or seeking to obtain any approvalsConsents. (h) Without limiting Section 12.1, consentsall registration and filing fees relating to the Regulatory Approvals shall be borne fifty percent (50%) by Seller, waivers on the one hand, and fifty percent (50%) by Buyer, on the other hand. (i) Notwithstanding anything to the contrary in this Agreement or authorizations any Transaction Document, neither this Agreement nor any Transaction Document shall constitute an agreement to sell, assign, transfer, convey, deliver or assume, directly or indirectly, any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, that would constitute a Transferred Asset if an attempted direct or indirect sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would violate or contravene any Governmental Authority applicable Law, or (ii) without the consent or waiver of a Third Party (each, a “Consent”), would constitute a breach or other Persons contravention of the rights of such Third Party, would be ineffective with respect to any party to a Contract concerning such asset, claim or making right or would in any filings way adversely affect the rights of Seller or submissions its Subsidiaries or, upon transfer, Buyer under such asset, claim or right. If any direct or indirect transfer or assignment by Seller or its Affiliates to, or any direct or indirect assumption by Buyer of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires a Consent, then such transfer, assignment or assumption shall be made subject to such Consent being obtained; provided that Closing shall proceed in accordance with this Agreement and Buyer shall pay the Preliminary Closing Purchase Price at the Closing without the transfer, assignment or assumption of such asset, claim or right. Buyer agrees that neither Seller nor its Affiliates shall have any Governmental Authority required Liability to Buyer or its Affiliates arising out of or relating to the failure to obtain any Consent and no representation, warranty or covenant of Seller (other than those covenants contained in order Section 5.2(g), this Section 5.2(i) and Section 5.2(j), in each case, in accordance with the terms set forth therein) contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligation to consummate the transactions Transaction shall be deemed not satisfied as a result of the failure to obtain any Consent or as a result of any resulting default or termination. (j) If the sale, assignment, transfer, conveyance, delivery or assumption of any asset (including any Contract), claim or right, or any benefit arising under or resulting from such asset, claim or right, that would constitute a Transferred Asset is not consummated prior to or at the Closing, as a result of Section 5.2(i), then (i) Seller and its Subsidiaries shall thereafter hold such asset for the use and benefit, insofar as legally permitted, of Buyer until the consummation of the assignment, transfer, conveyance, delivery or assumption thereof, (ii) during the twenty-four (24) -month period immediately following the Closing Date, the Parties shall use their reasonable best efforts to obtain all required Consents and (iii) the Parties shall use their reasonable best efforts to take such other actions as may reasonably be requested by the other Party to place Buyer, insofar as legally permitted, in the same position as if such asset, claim or right had been transferred to Buyer at the Closing as contemplated hereby and so that all the benefits and burdens relating to such asset, claim or right (including possession, use, risk of loss, Assumed Liabilities, potential for gain, and dominion, control and command over such asset, claim or right) are to inure from and after the Closing to Buyer. Notwithstanding the foregoing, no Party will be obligated to pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Consents. Following receipt of any such required Consents with respect to a Transferred Asset, such Transferred Asset shall be automatically assigned or transferred to Buyer. This provision is intended, among other things, to cause all such assets, claims and rights that are considered Transferred Assets to be treated for all Tax and accounting purposes as if transferred at the Closing as contemplated hereby, such that such assets, claims and in connection with resolving any investigation rights are and will be at all times from and after the Closing, for all Tax and accounting purposes, owned by Buyer (or other inquiry Buyer’s assignee, transferee or successor), and the Parties will so treat such assets, claims and rights for all Tax and accounting purposes, except as otherwise required by any Governmental Authority under any Laws applicable Law. (k) The provisions of this Section 5.2 shall not apply with respect to this Agreement or the transactions contemplated hereby. Subject Shared Contracts, with respect to the Confidentiality Agreement and except where prohibited by applicable Law, each party which Section 5.3 shall promptly inform each other party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such approvals, consents, waivers, authorizations or filingsapply.