Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.

Regulatory Approvals. The Company and Parent Each party shall use all reasonable efforts to file, as soon promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.

Regulatory Approvals. The Company (a) Each Party shall, and Parent shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use all reasonable best efforts to filefile or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Merger Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other transactions contemplated by this Agreementwith any information which may be required in order to effectuate such filings, and to (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body. , and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of the foregoinganything contained in this Section 5.4, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with its efforts to obtain all requisite approvals and authorizations, and the Merger. The Company and Parent expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall respond as promptly as practicable use its reasonable best efforts to (i) cooperate with the other with respect to any inquiries investigation or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and other inquiry; (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give promptly provide to the other party prompt notice a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the commencement of Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any Legal Proceeding communication given by or before it to any Governmental Body with respect to concerning the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, the other in connection with any analysisproposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, appearanceand consult with each other in advance of any meeting or telephone or video conference with, presentationany Governmental Body, memorandumand give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, briefthat materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, argument(B) comply with contractual arrangements, opinion and (C) preserve attorney-client privilege. Neither Party shall commit to or proposal made or submitted in connection agree with any Legal Proceeding Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR Act filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other federal manner, any Person or state antitrust portion thereof, or fair trade law. In additionotherwise acquire or agree to acquire any assets, except as may if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be prohibited by expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or by the expiration or termination of any Legal Requirementapplicable waiting period, in connection with any Legal Proceeding under or relating to (ii) increase the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each risk of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingentering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. The (a) Each of Newco, Purchaser, REG and the Company and Parent shall use all their respective commercially reasonable efforts to file(i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as soon appropriate, as practicable promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this AgreementAgreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all noticessuch documents to the non-filing parties prior to filing and considering all reasonable additions, reports deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be filed made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Body Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Merger transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Newco and the Company decide that litigation is not in their respective best interests. Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to submit promptly any additional information requested by any take such Governmental Body. Without limiting action as may be required to cause the generality expiration of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Newco, Purchaser or the Company nor any of their respective Affiliates shall be required, in connection with the Merger. The Company and Parent shall respond as promptly as practicable to matters covered by this Section 6.4, (i) to pay any inquiries or requests received from amounts (other than the Federal Trade Commission or the Department payment of Justice for additional information or documentation filing fees and expenses and fees of counsel), (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any inquiries of its or requests received from any state attorney general its Affiliates’ businesses, product lines or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger assets, or any of the other transactions contemplated by this AgreementPurchased Assets, (2iv) keep to agree to any limitation on the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to operation or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each conduct of the Company and Parent will permit authorized Representatives Business, or (v) to waive any of the other party conditions to be present at each meeting this Agreement set forth in Section 8.1 or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding8.2.

Regulatory Approvals. The (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law and under any applicable Gaming Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act; (ii) taking the steps necessary or desirable to obtain all consents, approvals (including Gaming Approvals) or actions of, make all filings with and give all notices to any Governmental Entity or any other Person required in order to permit consummation of the transactions contemplated by this Agreement; (iii) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iv) resolving any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and preventing the entry of any court order, and vacating, lifting, reversing or overturning any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, and in any event by no later than 15 Business Days from the date of this Agreement, an appropriate Notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees and other charges for the filings required under the HSR Act by the Company and Parent. (c) In furtherance and not in limitation of the provisions of Section 5.7(a), Parent shall use all reasonable efforts and Merger Sub agree to, and agree to filecause their Affiliates and their respective directors, officers, partners, managers, members, principals and stockholders to, prepare and submit to the Gaming Authorities as soon promptly as practicable after practicable, and in any event no later than 45 calendar days from the date of this Agreement, all noticesapplications and supporting documents necessary to obtain all required Gaming Approvals. (d) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, reports including but not limited to a Second Request for Information under the HSR Act or requests for supporting, supplemental, or additional documentation from any Gaming Authorities, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other documents party, a response which is, at a minimum, in substantial compliance with such request. (e) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law or applicable Gaming Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider all reasonable comments timely made by the other party in this respect; provided, however, that no party shall be required to provide the other party with any filings (or related materials) if such party reasonably determines that the disclosure of filings (or related materials) would be materially prejudicial to such party’s business; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications (and, unless precluded by Law, providing copies of any such communications that are in writing) from or with any Governmental Body Entity with respect to the Merger transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement, unless a party has a reasonable basis to object to the presence of the other party at any such meetings or appearances; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws or applicable Gaming Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (f) In addition, Parent shall take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and/or applicable Gaming Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including using its reasonable best efforts to obtain as promptly as practicable the expiration of all waiting periods and obtain all Parent Permits and all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries placing particular assets or requests received from an operating property in trust upon the Federal Trade Commission or the Department of Justice for additional information or documentation and Closing pending obtaining control upon subsequent Gaming Approval, (ii) any inquiries agreeing to sell, divest, or requests received from any state attorney general otherwise convey particular assets or other Governmental Body in connection with antitrust an operating property of Parent and its Subsidiaries, and (iii) agreeing to sell, divest, or related matters. Each otherwise convey particular assets or an operating property of the Company and its Subsidiaries, contemporaneously with or subsequent to the Effective Time. (g) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 5.7 shall not require Parent to take any action that would require Parent to divest or place in trust, or permit or cause the Company to divest or place in trust, more than two operating properties (1and under no circumstances more than one operating property in any one state). No actions taken pursuant to this Section 5.7 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (h) give Notwithstanding the foregoing, commercially, competitively and/or personal sensitive information and materials of a party will be provided to the other party prompt notice of on an outside counsel-only basis, provided that the commencement of any Legal Proceeding by or before any Governmental Body parties shall cooperate to enable appropriate communications to be made available to the other party with respect to the Merger such commercially or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingcompetitively sensitive information redacted if necessary.

Regulatory Approvals. (a) If this Agreement or any transaction contemplated in connection herewith is subject to or requires the approval of any regulatory body or bodies (each, a Regulatory Approval” and, - 8 - Service Agreement No. 1631 collectively, the “Regulatory Approvals”), including, without limitation, the Federal Energy Regulatory Commission (“FERC”) and/or the New York Public Service Commission (“NYPSC”), Buyer agrees to make the required filings with each such regulatory body (the “Applications”) following execution and delivery of this Agreement. The Company and Parent shall Parties agree to use all their respective commercially reasonable efforts to fileobtain all Regulatory Approvals. (b) The terms and conditions of this Agreement are expressly contingent upon each of the Regulatory Approvals being granted in form and substance satisfactory to each Party in its respective sole discretion, and without material modification of the Agreement terms and without condition, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion. If an Application is made and is denied, this Agreement shall terminate as of the date that Buyer receives notification of such denial. If any Regulatory Approval is granted containing terms or conditions that either Party rejects, in its sole discretion, as soon unacceptable, this Agreement shall terminate as practicable after of the date that a Party notifies the other Party of this Agreementsuch rejection. (c) In addition to the foregoing, all notices, reports and other documents required if the NYPSC does not allow the deferred tax asset created by the Buyer’s payment of the IT Amounts to be filed with included in rate base (“Tax Treatment”), or if the form, terms, or conditions of any Governmental Body NYPSC authorization for, acceptance of, or action in connection with, the Tax Treatment is or are unacceptable to Buyer (in its sole discretion), then, the Buyer shall have no obligation to consummate any Closing, and may terminate this Agreement effective upon notice to Seller. Buyer’s consummation of any Closing shall not prejudice or restrict Buyer’s ability to exercise its rights under this paragraph with respect to any future Closing. (d) In the Merger and event that this Agreement is terminated pursuant to this Section, the other transactions contemplated by obligations of each Party under this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality Agreement shall cease as of the foregoingeffective date of termination and such termination shall be without recourse to the Parties, provided, however, that, if this Agreement is terminated pursuant to paragraph (c) of this Section, the Company and Parent shall, promptly after obligations of each Party under this Agreement shall remain in effect to the extent that such obligations relate to Property previously transferred to Buyer at any Closing consummated prior to the effective date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtermination.

Regulatory Approvals. The Company and Parent Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with the MergerOffer, the Merger or the other transactions contemplated by this Agreement. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the MergerOffer, the Merger or any of the other transactions contemplated by this Agreement. The Except as may be prohibited by any Governmental Body or by any Legal Requirement, (a) the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.the

Regulatory Approvals. (a) If this Agreement or any transaction contemplated in connection herewith is subject to or requires the approval of any regulatory body or bodies (each, a Regulatory Approval” and, Service Agreement No. 1631 collectively, the “Regulatory Approvals”), including, without limitation, the Federal Energy Regulatory Commission (“FERC”) and/or the New York Public Service Commission (“NYPSC”), Xxxxx agrees to make the required filings with each such regulatory body (the “Applications”) following execution and delivery of this Agreement. The Company and Parent shall Parties agree to use all their respective commercially reasonable efforts to fileobtain all Regulatory Approvals. (b) The terms and conditions of this Agreement are expressly contingent upon each of the Regulatory Approvals being granted in form and substance satisfactory to each Party in its respective sole discretion, and without material modification of the Agreement terms and without condition, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion. If an Application is made and is denied, this Agreement shall terminate as of the date that Buyer receives notification of such denial. If any Regulatory Approval is granted containing terms or conditions that either Party rejects, in its sole discretion, as soon unacceptable, this Agreement shall terminate as practicable after of the date that a Party notifies the other Party of this Agreementsuch rejection. (c) In addition to the foregoing, all notices, reports and other documents required if the NYPSC does not allow the deferred tax asset created by the Buyer’s payment of the IT Amounts to be filed with included in rate base (“Tax Treatment”), or if the form, terms, or conditions of any Governmental Body NYPSC authorization for, acceptance of, or action in connection with, the Tax Treatment is or are unacceptable to Buyer (in its sole discretion), then, the Buyer shall have no obligation to consummate any Closing, and may terminate this Agreement effective upon notice to Seller. Buyer’s consummation of any Closing shall not prejudice or restrict Buyer’s ability to exercise its rights under this paragraph with respect to any future Closing. (d) In the Merger and event that this Agreement is terminated pursuant to this Section, the other transactions contemplated by obligations of each Party under this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality Agreement shall cease as of the foregoingeffective date of termination and such termination shall be without recourse to the Parties, provided, however, that, if this Agreement is terminated pursuant to paragraph (c) of this Section, the Company and Parent shall, promptly after obligations of each Party under this Agreement shall remain in effect to the extent that such obligations relate to Property previously transferred to Buyer at any Closing consummated prior to the effective date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtermination.

Regulatory Approvals. The Company (a) Subject to the terms and Parent shall use all reasonable efforts to file, as soon as practicable after the date conditions of this Agreement, each of the Company and the Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under any Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental or Regulatory Authority or other third party all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining as promptly as practicable and maintaining all Consents required to be obtained from any Governmental or Regulatory Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, for avoidance of doubt, all Company Required Approvals and Purchaser Required Approvals. (b) The Company (i) shall consult and cooperate with the Purchaser in connection with the preparation of any of the filings and other documents required described in Section 4.6(a) prior to be filed their filing, (ii) shall furnish to the Purchaser such necessary information and reasonable assistance as the Purchaser may request in connection with its preparation of any such filing or other document, (iii) shall keep the Purchaser apprised of the status of any correspondence, filings and other communications with, and any inquiries or requests for additional information from, any Governmental Body with respect to the Merger or Regulatory Authority concerning this Agreement and the other transactions contemplated by this Agreement, and provide the Purchaser (or its outside counsel, as appropriate) with copies of the foregoing to submit promptly the extent in writing, (iv) shall not independently participate in any additional information requested meeting, or engage in any substantive conversation, with any Governmental or Regulatory Authority concerning this Agreement or the transactions contemplated hereby without giving the Purchaser prior notice of the meeting or conversation and, unless prohibited by any such Governmental Body. Without limiting or Regulatory Authority, the generality opportunity to attend or participate, and (v) shall consult and cooperate with the Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser in connection with the matters described in the foregoing. (c) In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection shall make appropriate filings with the Merger. The Company and Parent shall respond applicable Governmental or Regulatory Authority in respect of the Competition Approvals, if applicable, with respect to the transactions contemplated hereby as promptly as practicable and to (i) supply as promptly as practicable any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information and documentary material that may be requested pursuant to applicable Law and to use their commercially reasonable efforts to take all other actions necessary to cause the expiration or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each termination of the Company and Parent shall applicable waiting periods (1if any) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed thereunder as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except soon as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingpracticable.

Regulatory Approvals. The Company and Parent Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the any notifications required under the HSR Act any applicable foreign antitrust laws or regulations in connection with the MergerOffer, the Merger or the other transactions contemplated by this Agreement. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the MergerOffer, the Merger or any of the other transactions contemplated by this Agreement. The Except as may be prohibited by any Governmental Body or by any Legal Requirement, (a) the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, and (b) in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar such Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. At the request, and only at the request, of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to operate or retain any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Offer.

Regulatory Approvals. (a) If this Agreement or any transaction contemplated in connection herewith is subject to or requires the approval of any regulatory body or bodies (each, a Regulatory Approval” and, Service Agreement No. 1631 collectively, the “Regulatory Approvals”), including, without limitation, the Federal Energy Regulatory Commission (“FERC”) and/or the New York Public Service Commission (“NYPSC”), Buyer agrees to make the required filings with each such regulatory body (the “Applications”) following execution and delivery of this Agreement. The Company and Parent shall Parties agree to use all their respective commercially reasonable efforts to fileobtain all Regulatory Approvals. (b) The terms and conditions of this Agreement are expressly contingent upon each of the Regulatory Approvals being granted in form and substance satisfactory to each Party in its respective sole discretion, and without material modification of the Agreement terms and without condition, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion. If an Application is made and is denied, this Agreement shall terminate as of the date that Buyer receives notification of such denial. If any Regulatory Approval is granted containing terms or conditions that either Party rejects, in its sole discretion, as soon unacceptable, this Agreement shall terminate as practicable after of the date that a Party notifies the other Party of this Agreementsuch rejection. (c) In addition to the foregoing, all notices, reports and other documents required if the NYPSC does not allow the deferred tax asset created by the Buyer’s payment of the IT Amounts to be filed with included in rate base (“Tax Treatment”), or if the form, terms, or conditions of any Governmental Body NYPSC authorization for, acceptance of, or action in connection with, the Tax Treatment is or are unacceptable to Buyer (in its sole discretion), then, the Buyer shall have no obligation to consummate any Closing, and may terminate this Agreement effective upon notice to Seller. Buyer’s consummation of any Closing shall not prejudice or restrict Buyer’s ability to exercise its rights under this paragraph with respect to any future Closing. (d) In the Merger and event that this Agreement is terminated pursuant to this Section, the other transactions contemplated by obligations of each Party under this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality Agreement shall cease as of the foregoingeffective date of termination and such termination shall be without recourse to the Parties, provided, however, that, if this Agreement is terminated pursuant to paragraph (c) of this Section, the Company and Parent shall, promptly after obligations of each Party under this Agreement shall remain in effect to the extent that such obligations relate to Property previously transferred to Buyer at any Closing consummated prior to the effective date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtermination.

Regulatory Approvals. The Company and Parent Each party shall use all its commercially reasonable efforts to fileobtain all required regulatory approvals (including the required Governmental Approvals set forth in Part VII of Appendix B) as promptly as possible and, in any event, prior to the Closing Date. To that end, each of the parties shall make, or cause to be made, all other filings and submissions, and submit all other documentation and information that in the reasonable opinion of the Purchaser is required or advisable, to obtain the regulatory approvals, and will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. Notwithstanding any other provision of this Agreement, the Purchaser will not be required to (i) propose or agree to accept any undertaking or condition, enter into any consent agreement, make any divestiture or accept any operational restriction or other behavioral remedy, (ii) take any action that, in the reasonable judgment of the Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of the business or assets of HoldCo or any of its Subsidiaries, or of the Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as soon as practicable after of the date of this Agreement, all notices, reports and other documents required to be filed with or (iii) contest or defend any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries judicial or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited administrative proceeding brought by any Governmental Body Authority seeking to prohibit, prevent, restrict or by any Legal Requirement, in connection with any Legal Proceeding under unwind the consummation of all or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each a part of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtransaction contemplated herein.

Regulatory Approvals. The Company and Parent Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with the Merger, if any such filings are required. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Except as may be prohibited by any Governmental Body or by any Legal Requirement, (a) the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, and (b) in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar such Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger.

Regulatory Approvals. The Company and Parent Each party shall use all its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and the Tender and Voting Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreementhereof, prepare and file the any notifications required under the HSR Act any applicable antitrust Laws in connection with the MergerOffer, the Merger or the other transactions contemplated by this Agreement and the Tender and Voting Agreement. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1a) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (2b) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3c) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the MergerOffer, the Merger or any of the other transactions contemplated by this Agreement and the Tender and Voting Agreement. The Company and Parent Except as may be prohibited by any Governmental Body or by any Law, (x) each party will consult and cooperate with one anotherthe other, and will consider in good faith the views of one anotherthe other, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In additionLaw, except as may be prohibited by any Governmental Body or by any Legal Requirement, and (y) in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal such Proceeding, each of the Company and Parent party will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or the Subsidiaries’ ability to operate or retain any of the businesses, product lines or assets of the Company or any Subsidiary, provided, however, that any such action is conditioned upon the consummation of the Offer and satisfaction of all conditions to the consummation of the Offer.

Regulatory Approvals. The Company Each party hereto shall cooperate and Parent promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and shall use all reasonable best efforts to fileobtain all necessary permits, as soon as practicable after consents, approvals and authorizations of all Governmental Entities necessary or advisable to consummate and make effective the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger Mergers and the other transactions contemplated by this Agreement, including the CEI Statutory Approvals and the NU Statutory Approvals. To the extent that each of CEI (or any CEI Subsidiary) and NU (or any NU Subsidiary) is required to submit promptly make one or more filings with any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act Entity in connection with the Mergerobtaining of any such permit, consent, approval or authorization, including the CEI Statutory Approvals and the NU Statutory Approvals, each of CEI and NU agree to offer the other, to the extent permitted by Applicable Law, a reasonable opportunity to review and comment upon each such filing prior to making any such filing and to coordinate the submission of such filings to the relevant Governmental Entity. The Company In addition, CEI shall have the right to review and Parent approve in advance all characterizations of the information relating to CEI, on the one hand, and NU shall respond as promptly as practicable have the right to (i) review and approve in advance all characterizations of the information relating to NU, on the other hand, in either case, which appear in any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body filing made in connection with antitrust the Mergers or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement. CEI and NU agree that they will consult with each other with respect to (x) the obtaining of all such necessary permits, consents, approvals and authorizations of Governmental Entities and (2y) keep the other party informed as applicability of the Connecticut Transfer Act and the Industrial Site Recovery Act to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited transactions contemplated by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingthis Agreement.

Regulatory Approvals. The Company (a) Each of the Purchaser and Parent the Seller shall use promptly apply for, and take all reasonable efforts reasonably necessary actions to fileobtain or make all declarations and filings with, as soon as practicable after the date of this Agreementand notices to, all notices, reports and any Governmental Entity or other documents Person required to be filed with any Governmental Body with respect to obtained or made by it for the Merger and consummation of the other transactions contemplated by this Agreement, including the transfer of all Permits. Each party shall cooperate with and promptly furnish information to submit promptly the other party necessary in connection with any additional information requested requirements imposed upon such other party in connection with the consummation of the transactions contemplated by any such Governmental Bodythis Agreement. Without limiting the generality of the foregoing, the Company Seller and Parent the Purchaser, or an Affiliate thereof, shall, as promptly after as practicable, but in no event later than 15 Business Days following the date execution and delivery of this Agreement, prepare file with the United States Federal Trade Commission (the “FTC”) and file the notifications United States Department of Justice (“DOJ”), the notification and report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of the Seller and the Purchaser shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that may be necessary under the HSR Act. The Purchaser and the Seller shall be equally responsible for all filing and other similar fees payable in connection with such filings, and for any local counsel fees. (b) Each of the Purchaser and the Seller shall use its commercially reasonable efforts to obtain the expiration of any applicable waiting period under the HSR Act in connection required for the consummation of the transactions contemplated hereby. Each of the Purchaser and the Seller shall keep the other apprised of the status of any substantive communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Notwithstanding the Merger. The Company and Parent foregoing, the Purchaser shall respond as promptly as practicable not be required to (i) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any inquiries of its or requests received from its Affiliates’ assets or any assets of the Federal Trade Commission Company or the Department of Justice for additional information or documentation and its Subsidiaries, (ii) consent to any inquiries other structural or requests received from conduct remedy or enter into any state attorney general settlement or other Governmental Body in connection with agree to any Order regarding antitrust or related matters. Each of matters respecting the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, or (2iii) litigate. Each of the Purchaser and the Seller shall both promptly respond to the DOJ or the FTC to any request for additional information. (c) The Purchaser and the Seller shall instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such commercially reasonable efforts and cooperation include, but are not limited to, counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. Prior to the submission of any substantive written communication to any Governmental Entity, each such party shall provide the other party informed as with a reasonable opportunity to review and comment on such communication, to the status of extent practicable. Unless prohibited by the Governmental Entity or any such Legal Proceedingapplicable Law, and (3) promptly inform no party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Entity without giving the other party prior notice of any communication the meeting or conversation and the opportunity to attend or from participate in such meeting or conversation. (d) Until the Federal Trade CommissionClosing, none of the Purchaser, the Department Seller, Seller Guarantor, Seller Parent, or the Company or its Subsidiaries, directly or indirectly, through one or more of Justice their respective Affiliates, shall acquire or make any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, or merge with or into any other Governmental Body regarding entity, or enter into any agreement or commitment to do any of the Mergerforegoing, that in any case would reasonably be expected to cause any material delay in the satisfaction of the conditions contained in Article VII or the consummation of the transactions contemplated hereby. (e) Following the Closing the Purchaser will promptly make all necessary filings to transfer or cause the re-issuance of, as applicable, all Permits, including without limitation all Mining Permits, mine licenses and MSHA identification numbers, and the Purchaser will diligently pursue such transfer or reissuance to the end that all Permits be transferred or reissued to the Purchaser as soon as is reasonably practicable. The Company and Parent Prior to the Closing the parties will consult and cooperate with one another, and will consider in good faith each other to facilitate the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtransfer process.

Regulatory Approvals. The Company and Parent (a) Each Party shall use all commercially reasonable efforts to filetake, or cause to be taken, all actions necessary to comply promptly with all Legal Requirements that may be imposed on such Party with respect to the Contemplated Transactions and, subject to the conditions set forth in Article 6 hereof, to consummate the Contemplated Transactions, as promptly as practicable. In furtherance and not in limitation of the foregoing, each Party agrees to file or otherwise submit, as soon as practicable after the date of this Agreement, but in any event no later than 20 Business Days of the date hereof, all applications, notices, reports reports, undertakings and other documents reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Body with respect to the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality . (b) Each of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent Parties shall respond as promptly as practicable use its commercially reasonable efforts to (i) any inquiries cooperate in all respects with each other in connection with timely making all required filings and submissions and timely obtaining all related consents, permits, authorizations or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation approvals pursuant to Section 5.4(a); and (ii) keep SCWorx or AMMA, as applicable, informed in all material respects and on a reasonably timely basis of any inquiries communication received by such Party from, or requests received from given by such Party to, any state attorney general or other Governmental Body in connection with antitrust or related mattersrelating to the Contemplated Transactions. Each Subject to applicable Legal Requirements relating to the exchange of information, each Party shall, to the Company and Parent shall (1) extent practicable, give the other party prompt reasonable advance notice of the commencement of any Legal Proceeding by or before all material communications with any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act Contemplated Transactions and each Party shall have the right to attend or any participate in material conferences, meetings and telephone or other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of communications between the other party to be present at each meeting or conference relating to any such Legal Proceeding Parties and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingregulators concerning the Contemplated Transactions.

Regulatory Approvals. The Each of the Company and Parent shall use all its commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, if Parent or the Company reasonably determines that it is so required, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (ia) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (iib) any inquiries or requests received from any state attorney general general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1i) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2ii) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3iii) promptly inform the other party of any material communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will shall consult and cooperate with one another, and will shall consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference with government representatives relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. Notwithstanding anything to the contrary in this Section 5.3, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to take any action that could reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger.

Regulatory Approvals. The Company and Parent Each Lead Investor shall use all its reasonable best efforts to fileobtain, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable practicable, all governmental, quasi-governmental, court or regulatory approvals, consents or statements of non-objection necessary to allow it to acquire the Securities, including any approvals, consents or statements of non-objection required by the COB and the Federal Reserve. Each Lead Investor agrees, and each Purchaser other than the Lead Investors agree (i) any inquiries or requests received from that it will use its reasonable best efforts to submit to the Federal Trade Commission Reserve, within ten Business Days, but in any event no later than 30 calendar days, of the Original Signing Date (except in the case of PIMCO, who agrees to use its reasonable best efforts to submit to the Federal Reserve within 30 calendar days of the Original Signing Date), to the extent necessary and to the extent it has not done so already, (A) an application under Section 3 and/or 4, as applicable, of the BHC Act to acquire 5% or the Department more of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each class of voting securities of the Company and Parent (the approval of such application, an “Approval”) and/or (B) a request for determination that it shall (1) give not be deemed to “control” the other party prompt notice Company or any subsidiary of the commencement Company for purposes of any Legal Proceeding Sections 3 or 4 of the BHC Act by or before any Governmental Body with respect to reason of the Merger purchase of the Common Shares or any Underlying Shares related thereto or receipt of the Warrant or the consummation of the other transactions contemplated by this Agreement, Agreement (2) keep the other party informed as to the status of any such Legal Proceedinga “Non-Control Determination”), and (3ii) promptly inform the other party of any communication to or from it will provide (and, if and as required by the Federal Trade CommissionReserve, will cause any of its general partners, managers, managing members or management companies or other controlling entities, as applicable, to provide) Passivity Commitments required by the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, Federal Reserve in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating its request to the HSR Act or any other federal or state antitrust or fair trade lawobtain such determination. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceedingextent it has not already done so, each Lead Investor will use its best efforts to file with the COB, within ten Business Days, but in any event no later than 30 calendar days, of the Company and Parent will permit authorized Representatives Original Signing Date (except in the case of PIMCO, who agrees to use its reasonable best efforts to submit to the COB within 30 calendar days of the other party Original Signing Date), for permission to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingacquire the Securities.

Regulatory Approvals. The Company (a) As soon as reasonably practicable following the date hereof and Parent within the time limits prescribed by Applicable Law, Emerald and Village Farms shall make, and shall cause PSF to make, such applications to obtain all Regulatory Approvals and thereafter shall use all commercially reasonable efforts to fileobtain all Regulatory Approvals as promptly as practicable, and in any event at or before the Outside Date, and in doing so will keep each other reasonably informed as soon to the status of those proceedings. (b) Emerald and Village Farms shall, and shall cause PSF to, furnish to the other such information and reasonable assistance as practicable after the date of this Agreementother may reasonably request in order to obtain the Regulatory Approvals. Subject to Applicable Law, all noticesrequests and enquiries from any Governmental Authority in relation to such Regulatory Approvals shall be addressed by Emerald and Village Farms in consultation with each other. (c) With respect to obtaining the Regulatory Approvals, reports subject to Applicable Law, each of Emerald and Village Farms shall, and shall cause PSF to: (i) promptly notify such other documents required Party of material written communications it or any of its Affiliates receives of any nature from any applicable Governmental Authority relating to the transactions contemplated by this Agreement and provide such other Party with copies thereof, except to the extent of competitively sensitive information, which competitively sensitive information will be filed provided only to the external legal counsel or external expert of such other Party and shall not be shared by such counsel or expert with any other Person; (ii) respond as promptly as reasonably practicable to any inquiries or requests received from any applicable Governmental Body Authority or any other Person in connection with respect this Agreement or the transactions contemplated hereby; (iii) reasonably cooperate with such other Party in connection with any filing under any Applicable Law and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental Authority; (iv) to the Merger extent permitted under Applicable Law and the applicable Governmental Authority, permit such other Party to review in advance, and consider in good faith any comments reasonably proposed by the other Party in connection with, any proposed written communications of any nature with any applicable Governmental Authority relating to the transactions contemplated by this Agreement, and provide such other Party with final copies thereof, except to submit promptly the extent of competitively sensitive information, which competitively sensitive information will be provided only to the external legal counsel or external expert of such other Party and shall not be shared by such counsel or expert with any additional information requested other Person; and (v) to the extent reasonably practicable, not participate in any substantive meeting, hearing or discussion (whether in person, by telephone or otherwise) with any such applicable Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to Authority (other than (i) any inquiries for routine or requests received from the Federal Trade Commission ministerial matters or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or communications by such other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Party or any of its Affiliates with applicable Governmental Authorities in its jurisdiction of domicile) in respect of the other transactions contemplated by this Agreement, Agreement unless it consults with such other Party in advance and gives such other Party the opportunity to attend and participate thereat (2) keep the except where any applicable Governmental Authority expressly requests that such other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to Party should not be present at each meeting the meeting, hearing or conference relating to any such Legal Proceeding discussion or part or parts of the meeting, hearing or discussion, or except where competitively sensitive information may be discussed). (d) The Parties and to have access to PSF shall bear their own costs and be consulted in connection expenses and all fees associated with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingobtaining the Regulatory Approvals.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as soon As promptly as practicable after the date of this Agreement, and in any event within ten Business Days after the date hereof, Parent and the Company shall each make all noticesrequired filings under the HSR Act (collectively, reports the “Antitrust Filings”). Each Party shall promptly furnish to the other such necessary information and reasonable assistance as the other documents required may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to be filed cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party shall promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates or any of its or their Representatives, on the one hand, and any Governmental Body Entity, on the other hand, with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental BodyTransactions. Without limiting the generality of the foregoing, and subject to applicable Legal Requirements, each Party shall (i) promptly notify the Company other Parties of any written communication made to or received by it from any Governmental Entity regarding the Transactions; (ii) permit each other to review in advance any proposed written communication to any such Governmental Entity and Parent shallincorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, promptly after investigation or inquiry concerning this Agreement or the date Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; and (iv) furnish each other with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective representatives, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Parent, on the one hand, and the Company, on the other hand, shall each pay 50% of any filing fees required by any Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under the HSR Act. As promptly as practicable following the Closing, and no later than 30 days after the Closing, Parent shall prepare and file the notifications required under the HSR Investment Canada Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingNotification.

Regulatory Approvals. The Company (a) Subject to the terms and Parent conditions of this Agreement (including Section 4.4(e)), each of the Parties shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the Transactions. (b) Subject to appropriate confidentiality protections and restrictions required by Applicable Law, each of the Parties shall promptly supply, and shall use all its reasonable best efforts to filecause their Affiliates or owners promptly to supply, as soon as practicable after the date of this Agreement, all notices, reports others with any information and other documents reasonable assistance that may be reasonably required to be filed make any filings or applications pursuant to Section 4.4(a). (c) Each of the Parties shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Body Authority in connection with respect the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Merger Transactions, including any proceeding initiated by a private party and (ii) use its reasonable best efforts to keep the other transactions contemplated Party informed in all material respects and on a reasonably timely basis of any material communication received by this Agreementsuch Party from, or given by such Party to, any Governmental Authority and to submit promptly of any additional information requested material communication received or given in connection with any proceeding by a private party, in each case regarding any such Governmental Bodyof the Transactions. Without limiting the generality of the foregoing, and subject to applicable confidentiality restrictions required by Applicable Law, each of the Company and Parent shall, Parties will notify the others promptly after upon the date receipt of this Agreement, prepare and file the notifications required under the HSR Act (x) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant hereto or the Merger itself and (y) any request by any officials or any Governmental Authority for answers to any questions or the production of any documents relating to an investigation of the Merger by any Governmental Authority. Subject to appropriate confidentiality protections, each Party shall provide to the other Parties (or their respective Representatives) upon request copies of all correspondence between such Party and any Governmental Authorities relating to the Merger. The Company Parties may, as they deem advisable and Parent necessary, designate any competitively sensitive materials provided to the other under this Section 4.4(c) as “outside counsel only.” Such materials and the information contained therein shall respond as promptly as practicable be given only to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each outside counsel of the Company recipient and Parent shall (1) give the other party prompt notice will not be disclosed by such outside counsel to employees, officers, or directors of the commencement recipient without the advance written consent of any Legal Proceeding by or before any Governmental Body with respect the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls and meetings with a Governmental Authority regarding the Merger or any shall include Representatives of Parent and the other transactions contemplated by this Agreement, (2) keep the other party informed as Company. Subject to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade CommissionApplicable Law, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent Parties will consult and cooperate with one another, and will consider in good faith the views of one another, each other in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandum, briefbriefs, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company arguments and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal proposals made or submitted to any Governmental Body Authority regarding the Merger by or on behalf of any Party. (d) If any objections are asserted with respect to the Transactions under any Antitrust Law or if any Legal Proceeding is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law, each of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, and to: (A) oppose or defend against any action to prevent or enjoin consummation of this Agreement and the Transactions, and/or (B) take such action as reasonably necessary to overturn any regulatory action by any such Governmental Authority to prevent or enjoin consummation of this Agreement and the Transactions, including by defending any Legal Proceeding brought by any such Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Authority or private party may have to such Transactions under such Antitrust Law so as to permit consummation of the Transactions. (e) Notwithstanding anything in this Agreement to the contrary (including the other provisions of this Section 4.4), if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Transaction as violative of any applicable Antitrust Law, it is expressly understood and agreed that: (i) neither Party shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for a Divestiture; and (ii) neither Party or its respective Subsidiaries may conduct or agree to conduct a Divestiture without the prior written consent of the other Party. “Divestiture” shall mean (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, Company, or any of their respective Subsidiaries, (B) the imposition of any limitation or restriction on the ability of Parent, the Company or any of their respective Subsidiaries to freely conduct their business (including, with respect to Parent, the ability to control the Company and its Subsidiaries after the Closing), (C) the holding separate of any of the assets of the Company or Parent (or any limitation or regulation on the ability of Parent or any of its Subsidiaries to exercise full rights of ownership of the Company after the Closing), or (D) the making of any payment or commercial concession to any third party as a condition to obtaining a required consent of any third party in connection with any such Legal Proceedingthe Agreement.

Regulatory Approvals. The Company and Parent Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or overt threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal ProceedingProceeding or overt threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the MergerMerger or any of the other transactions contemplated by this Agreement. The Except as may be prohibited by any Governmental Body or by any Legal Requirement, (a) the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under by or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by before any Governmental Body with respect to the Merger or any of the other transactions contemplated by any Legal Requirementthis Agreement, and (b) in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar such Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries' ability to operate or retain any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Offer.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file(a) To the extent applicable, as soon as may be reasonably practicable after following the date execution and delivery of this AgreementAgreement by the Parties hereto, Purchaser and the Sellers shall, and the Sellers shall cause the Company and its Subsidiaries to, make all filings, notices, reports petitions, statements, registrations and submissions of information, application or submission of other documents required to be filed with by any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act Entity in connection with the MergerAcquisition and the transactions contemplated hereby. The Each of Purchaser and the Sellers shall, and the Sellers shall cause the Company and Parent its Subsidiaries to, cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6(a) to comply in all material respects with applicable law. (b) Purchaser and the Sellers shall, and the Sellers shall respond as cause the Company and its Subsidiaries to, use their respective commercially reasonable best efforts to promptly as practicable (i) supply the others with any information that reasonably may be required in order to effectuate the filings contemplated by Section 6.6(a) hereof, and (ii) supply any additional or other information that reasonably may be required or requested by the competition or merger control authorities of any Governmental Entity and that the Parties may reasonably deem appropriate. Except where prohibited by applicable law, the Sellers shall, and the Sellers shall cause the Company and its Subsidiaries to, consult with Purchaser prior to taking a position with respect to any such filing, request or submission of additional or other information, shall permit Purchaser to review and discuss in advance, and consider in good faith, the views of Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with Purchaser in preparing and providing such information and promptly provide Purchaser (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company and its Subsidiaries with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Where applicable, Purchaser shall have principal control over the strategy for interacting with such Governmental Entities in connection with the matters contained in this Section 6.6. (c) Each Party hereto shall notify the other promptly upon the receipt of (i) any inquiries or requests received comments from the Federal Trade Commission or the Department any officials of Justice for additional information or documentation any Governmental Entity in connection with any filings made pursuant hereto, and (ii) any inquiries or requests received from request by any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement officials of any Legal Proceeding by Governmental Entity for amendments or before supplements to any Governmental Body with filings made pursuant to, or information provided to comply in all materials respect to the Merger or any of the other transactions contemplated by this Agreementwith, (2) keep the other party informed as to the status of any such Legal Proceedingapplicable law, and (3iii) any inquiry or communication from the competition or merger control authorities of any Governmental Entity. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.6(a), each Party will promptly inform the other party Parties hereto of any communication to or from such occurrence, and the Federal Trade CommissionSellers shall, and the Department of Justice or any other Governmental Body regarding Sellers shall cause the Merger. The Company and Parent will consult and to, cooperate with one another, and will consider Purchaser in good faith filing with the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion applicable Governmental Entity such amendment or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingsupplement.

Regulatory Approvals. The Company (a) Each Party shall, and Parent shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use all reasonable best efforts to filefile or otherwise submit, as soon as practicable after the date of this AgreementAgreement (if required based on information as of the date of this Agreement or, if not so required, then within ten Business Days after such time at which the same shall become applicable to the Contemplated Transactions) all applications, notices, reports reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Merger Contemplated Transactions, including, if so required, the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other transactions contemplated by this Agreementwith any information which may be required in order to effectuate such filings, and to (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body. , and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of the foregoinganything contained in this Section 5.4, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with its efforts to obtain any requisite approvals and authorizations, and, if applicable, the Merger. The Company and Parent expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall respond as promptly as practicable use its reasonable best efforts to (i) cooperate with the other with respect to any inquiries investigation or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and other inquiry; (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give promptly provide to the other party prompt notice a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the commencement of Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any Legal Proceeding communication given by or before it to any Governmental Body with respect to concerning the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, the other in connection with any analysisproposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, appearanceand consult with each other in advance of any meeting or telephone or video conference with, presentationany Governmental Body, memorandumand give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, briefthat materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, argument(B) comply with contractual arrangements, opinion and (C) preserve attorney-client privilege. Neither Party shall commit to or proposal made or submitted in connection agree with any Legal Proceeding Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, as applicable, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR Act filing that may be required for the Merger (to the extent it is required); provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other federal manner, any Person or state antitrust portion thereof, or fair trade law. In additionotherwise acquire or agree to acquire any assets, except as may if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be prohibited by expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or by the expiration or termination of any Legal Requirementapplicable waiting period, in connection with any Legal Proceeding under or relating to (ii) increase the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each risk of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingentering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. 6.1 The Company and Parent shall use all reasonable efforts to file, as soon as practicable after parties acknowledge that for the date of this Agreement, all notices, reports and other documents required Casino Agreements to be filed with valid, they must have the approval of the NIGC and perhaps other governmental authorities; that the NIGC regulations also require the disclosure of any Governmental Body with respect agreements which are related to the Merger aforementioned agreements ("Collateral Agreements"); that this Agreement is a Collateral Agreement and that it must be and will be disclosed to the Band and the NIGC. 6.2 The parties acknowledge that any loan made to the Band directly by the parties to this Agreement or any loan to the Band which is guaranteed by the parties related to the development of the proposed Enterprise may likewise be a Collateral Agreement which must be submitted to the NIGC and/or may require approval by the Bureau of Indian Affairs (BIA) pursuant to 25 USC 81 in order to be valid. 6.3 The parties acknowledge that any party with a financial interest in the funding or the Management Fee is subject to background investigation by the NIGC as well as possibly other transactions contemplated by this Agreementinterested tribal, state, and to submit promptly federal regulatory agencies (the "Regulatory Agencies"). 6.4 In the event that any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection Regulatory Agency with the Merger. The Company and Parent shall respond as promptly as practicable authority to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or review any of the other transactions contemplated by this Agreement, (2) keep the other party informed as contracts related to the status proposed Enterprise finds the terms of any such Legal Proceeding, this Agreement unacceptable. Xxxxxx'x and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider CRC shall negotiate in good faith to modify this Agreement in such manner as to satisfy the views objections of one anothersuch Regulatory Agency(s). Such negotiations shall include, but not be limited to, the issue of the acceptance by the parties of changes required to satisfy such objections that do not result in a material increase in cost, risk or obligation to either of the parties or which does not have a materially adverse impact on Xxxxxx'x ability to manage the Enterprise. If the parties are unable to reach an agreement acceptable to such Regulatory Agency(s) within ninety (90) days of notice of objection from any Regulatory Agency(s), then this Agreement shall terminate and, subject to the provisions of Section 7.1.2 hereof, CRC shall have no further rights herein, except, to the extent allowed by any relevant Regulatory Authority, for the right of CRC to receive payment from Xxxxxx'x, as provided below, of a sum of money equal to the then present value of CRC's right to receive payments pursuant to this Agreement (the "Present Value Payment") in full satisfaction of CRC's rights hereunder and its full and unconditional release of any further claims related to the Casino Agreements. Such valuation shall be as determined by a nationally or regionally recognized investment banking firm with experience in the valuation of gaming businesses selected by Xxxxxx'x with the consent of CRC, which consent shall not be unreasonably withheld; provided, however, that Xxxxxx'x may not select any firm that has provided any services to Xxxxxx'x, directly or through any Affiliate, within the prior two years and for which it had received fees or other compensation, including underwriting discounts, in connection excess of $25,000, in the aggregate. The fees of such investment banking firm shall be split equally between CRC and Xxxxxx'x. The Present Value Payment shall be paid in thirty-six (36) equal monthly installments of principal plus interest calculated at the same rate used to calculate the Present Value Payment. 6.5 The parties hereto agree to cooperate fully with any analysisinvestigation of their suitability or that of any of their officers, appearancedirectors, presentationemployees, memorandumAffiliates, briefstockholders, argumentor agents by any tribal, opinion state, or proposal made or submitted in connection federal regulatory agency charged with any Legal Proceeding under or relating that responsibility related to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection parties' financial involvement with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingBand's proposed Enterprise.

Regulatory Approvals. The (a) Subject to the terms hereof, including Section 4.2(b), the Investor and the Company shall, and shall cause each of their respective subsidiaries (in the case of the Investor, shall also cause its “ultimate parent entity” as defined under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (such entity, the “Investor Ultimate Parent Entity”), and in the case of the Company, shall also cause SAP SE) to, cooperate and to use all their respective commercially reasonable efforts to filecause the waiting period for the Notification and Report Forms filed on November 13, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect 2020 pursuant to the Merger and the other transactions contemplated by this AgreementHSR Act, to expire or be terminated, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as reasonably practicable to any government requests for information pursuant to the HSR Act. Each party hereto shall (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding material request, inquiry, objection, charge or other Action (as defined below), actual or threatened, by or before any Governmental Body Entity (as defined below) with respect to the Merger or any of the other transactions contemplated by this Agreement, (2ii) keep the other party informed as to the status of any such Legal Proceedingmaterial request, and inquiry, objection, charge or other action, suit, proceeding, claim, arbitration or investigation (3collectively, “Action”), (iii) promptly inform the other party of any material communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body Entity regarding the Mergertransactions contemplated by this Agreement and (iv) permit the other party to review in advance, and consider in good faith any comments made by the other party in relation to, any proposed substantive communication by such party to any Governmental Entity with respect to the transactions contemplated by this Agreement. The Company parties hereto will (A) use their commercially reasonable efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and Parent will (B) consult and cooperate with one another, and will consider in good faith the views of one another, in connection with with, and provide to the other party in advance, any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted by or on behalf of any party hereto in connection with the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any Legal Proceeding meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversations. (b) Notwithstanding anything to the contrary in this Agreement, none of the Investor, the Company, or any of their respective subsidiaries (or in the case of the Investor, the Investor Ultimate Parent Entity, and in the case of the Company, SAP SE) shall be required to (i) respond to a request for additional information or documentary material issued by the Federal Trade Commission (“FTC”) or the United States Department of Justice (“DOJ”), (ii) contest, administratively or in court, any ruling, order or other action of the FTC or the DOJ or any third party respecting the transactions contemplated hereby, or (iii) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Investor or any of their respective subsidiaries (or in the case of the Investor, the Investor Ultimate Parent Entity, and in the case of the Company, SAP SE), (B) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Investor or any of their respective subsidiaries (or in the case of the Investor, the Investor Ultimate Parent Entity, and in the case of the Company, SAP SE) in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Investor or any of their respective subsidiaries (or in the case of the Investor, the Investor Ultimate Parent Entity, and in the case of the Company, SAP SE). (c) Notwithstanding anything to the contrary, nothing in this Section 4.2 shall be deemed to require the Company to (i) delay, postpone, or otherwise alter the timing for, or other plans or activities relating to, the IPO or (ii) file, or take or agree to take any action that would require the filing of, any amendment to its Registration Statement with the SEC. (d) The filing fee under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may pursuant to this Section 4.2 shall be prohibited borne by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingInvestor.

Regulatory Approvals. The Company Subject to all of the terms and Parent conditions hereof: (a) Each of the parties hereto shall cooperate with the other parties and use all their respective commercially reasonable efforts to filepromptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to cause the other party’s conditions to Closing to be satisfied as promptly as practicable and to consummate the Closing in the most expeditious manner practicable, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Body or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to cooperate to make the appropriate application to FINRA and each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable and in any event within ten (10) Business Days of the Execution Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 7.5 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable after (including by requesting early termination of the date waiting period under the HSR Act). (b) Each of this Agreement, the parties hereto shall use its commercially reasonable efforts to (i) cooperate in all notices, reports and respects with each other documents required to be filed in connection with any filing or submission with a Governmental Body in connection with respect the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Body relating to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by including any such Governmental Body. Without limiting the generality of the foregoingproceeding initiated by a private party, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give keep the other party prompt notice reasonably informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division of the commencement Department of Justice, FINRA, the SEC or any Legal Proceeding by or before any other Governmental Body with respect to the Merger or Body, in each case regarding any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.

Regulatory Approvals. (a) The Company and Parent covenant and agree to proceed diligently, in a coordinated fashion, to apply for and seek to obtain the Regulatory Approvals. (b) Subject to Section 5.5(c), Parent and the Company shall take all actions necessary to cause the filings, applications, notices and submissions required by the Parties and their respective Subsidiaries to obtain all Regulatory Approvals to be made as promptly as reasonably practicable. The Parties further agree to: (i) comply at the earliest practicable date with any request for additional information received by any Party or its Subsidiaries, from any Governmental Entities, in connection with obtaining any Regulatory Approval; and (ii) to cooperate with each other in connection with their respective filings with respect to obtaining any Regulatory Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity. For greater certainty, each Party agrees that from the date hereof until the earlier of (i) the Effective Date; and (ii) this Agreement having been terminated pursuant to its terms, it shall use all commercially reasonable efforts efforts, and shall cause its Subsidiaries to fileuse their commercially reasonable efforts, to obtain the Regulatory Approvals as soon as practicable after reasonably practicable, and, without limitation, it shall, and, where appropriate, shall cause its Subsidiaries to: (i) effect all necessary or appropriate registrations, filings, notifications, applications and submissions of information required by Governmental Entities from such party or any of its Subsidiaries, including the date notifications set out in the Company Data Room; (ii) provide the other Party with copies of this Agreementany submissions, filings or additional information in advance, and a reasonable opportunity to comment on all notices, reports submissions, filings and other documents required information supplied to be or filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this AgreementEntity, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with obtaining any Regulatory Approval (except for notices and information which the Merger. The Company disclosing party, acting reasonably, considers highly confidential and Parent competitively sensitive, which then shall respond be provided on an outside counsel only basis to external counsel of the other Party); (iii) cooperate in the preparation of any response by the other Party to any request for additional information received by such other Party or its Subsidiaries, from any Governmental Entities, in connection with obtaining any Regulatory Approval; and (iv) effect such presentations and assist at such meetings with or public hearings of Governmental Entities as promptly as practicable to may be appropriate for the purpose of obtaining the Regulatory Approvals. (c) Each Party covenants and agrees in favour of the other Party that, from the date hereof until the earlier of (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation Effective Date; and (ii) the date this Agreement is terminated pursuant to its terms, it will not initiate or enter into any inquiries substantive discussions or requests received from any state attorney general or other hold meetings with Governmental Body Entities in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect relation to the Merger Arrangement and/or the Regulatory Approvals, without the presence or any prior approval (not to be unreasonably withheld) of the other transactions contemplated by this Agreement, (2) keep the Party. Except for proxies and other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The non-substantive communications with Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal ProceedingSecurityholders, each of the Company and Parent will permit authorized Representatives of shall furnish promptly to the other party to be present at a copy of each meeting notice, report, schedule or conference relating to other documents delivered, filed or received by such party from significant Company Securityholders or regulatory agencies in connection with: (i) the Arrangement; (ii) the Company Meeting; (iii) any such Legal Proceeding and to have access to and be consulted filings under applicable Laws in connection with the transactions contemplated by this Agreement; and (iv) any document, opinion dealings with regulatory agencies or proposal made or submitted to any Governmental Body other governmental authorities in connection with the transactions contemplated by this Agreement (d) For purposes of this Agreement, no Regulatory Approval shall be considered to have been obtained unless it is on terms satisfactory to each of the Parties acting reasonably, provided however that any such Legal Proceedingundertakings, terms and conditions required to be offered, accepted and agreed to by Parent in accordance with the requirements of Section 5.5(a) are deemed to be satisfactory to each of the Parties. In addition, no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation has been instituted or threatened after the granting of any Regulatory Approval and remains outstanding or subject to final judgment or adjudication prior to the filing of the Articles of Arrangement and receipt of the Certificate of Arrangement. (e) All filing and similar fees paid to Governmental Entities associated with obtaining any Regulatory Approval shall be shared equally by the Parties.

Regulatory Approvals. The Company (a) Except for (i) the filing of applications and Parent shall use all reasonable efforts to filenotices, as soon applicable, as practicable after to the date Merger and the Bank Merger with the FRB and the OTS and approval of such applications and notices, (ii) the filing of any required applications or notices with the FDIC and the OTS as to any subsidiary activities of MS Bank which becomes a service corporation or operating subsidiary of Xxxxxxx Bank and approval of such applications and notices, (iii) the State Banking Approvals, (iv) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Connecticut Banking Law prior to the acquisition of more than 10% of the MECH Common Stock pursuant to the Option Agreement, if not exempt, (v) the filing with the SEC of a registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the shares of Xxxxxxx Common Stock that may be issued upon the exercise of the options referred to in Section 1.5 hereof), which will include the Proxy Statement/Prospectus, (vi) the filing of the Certificate of Merger with the Secretary of State of Connecticut pursuant to the Connecticut Corporation Law, (vii) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL, (viii) the filing of the Bank Merger Agreement with the OTS and the Secretary of State of Connecticut, and (ix) the filings of the required applications and notices to the NASD, Inc. regarding the change of control of MIS, (x) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states or with Nasdaq (or such other exchange as may be applicable) in connection with the issuance of the shares of Xxxxxxx Common Stock pursuant to this Agreement, all noticesor (xi) any necessary filing, reports and other documents required to be filed authorization, approvals or consents of third parties, no consents or approvals of or filings or registrations with any Governmental Body Entity or with respect to any third party are necessary in connection with (1) the execution and delivery by Xxxxxxx of this Agreement and the Option Agreement, (2) the consummation by Xxxxxxx of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by this Xxxxxxx Bank of the Bank Merger Agreement, and to submit promptly any additional information requested (4) the consummation by any such Governmental Body. Without limiting the generality Xxxxxxx Bank of the foregoingtransactions contemplated by the Bank Merger Agreement except for such consents, approvals or filings the Company and Parent shall, promptly after failure of which to obtain will not have a material adverse effect on the date ability of this Agreement, prepare and file MECH to consummate the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable transactions contemplated thereby. (b) Xxxxxxx hereby represents to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement MECH that it has no knowledge of any Legal Proceeding by reason why approval or before any Governmental Body with respect to the Merger or effectiveness of any of the other transactions contemplated by this Agreementapplications, (2notices or filings referred to in Section 4.4(a) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to cannot be obtained or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedinggranted on a timely basis.

Regulatory Approvals. The Company (a) During the Interim Period, the Parties will, in order to consummate the transactions contemplated hereby and Parent shall use all reasonable efforts except to file, as soon as practicable after the date extent a different standard is specified in another applicable provision of this Agreement, (i) proceed diligently and in good faith and use best efforts, as promptly as practicable in accordance with Section 7.4(c), to obtain the Consents and Filings listed in Section 3.5(b) of the Company Disclosure Schedule and Sections 4.3(b) and 5.5(b) of the Parent Disclosure Schedule, and to make all noticesrequired filings with, reports and other documents to give all required notices to, the applicable Governmental Entities, (ii) take, or cause to be filed with any Governmental Body with respect taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement (including satisfying any of the conditions set forth in Article VIII as promptly as practicable), and (iii) cooperate in good faith with the applicable Governmental Entities or other Persons and provide promptly such other information and communications to submit promptly such Governmental Entities or other Persons as such Governmental Entities or other Persons may reasonably request in connection therewith. The Company shall not consent to any additional information requested by voluntary delay of the Closing at the behest of any Governmental Entity without the consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned. (b) During the Interim Period, the Parties will provide prompt notification to each other when any such approval referred to in (a) is obtained, taken, made, given or denied, as applicable, and will advise each other of any material communications with any Governmental Body. Without limiting the generality Entity or other Person regarding any of the foregoing, the Company and Parent shall, promptly after the date of transactions contemplated by this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to including (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give giving the other party Parties prompt notice of the making or commencement of any Legal Proceeding material, written request, inquiry, investigation, action or legal proceeding by or before any Governmental Body Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, ; and (2ii) keep keeping the other party Parties informed as to the status of any such Legal Proceedingrequest, inquiry, investigation, action or legal proceeding. Subject to applicable Laws relating to the exchange of information, and (3) promptly inform unless prohibited by the reasonable request of any Governmental Entity, Parent shall have the right to review and approve in advance and the Company shall have the right to review in advance, and, to the extent practicable, each will consult with the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company on and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, the other in connection with with, any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal (including all of the information relating to Ultimate Parent, Parent or the Company, as the case may be, and any of their respective subsidiaries, that appears in any filing) made with, or written materials submitted to any third party and/or any Governmental Entity in connection with any Legal Proceeding under or relating to the HSR Act or any Merger and the other federal or state antitrust or fair trade lawtransactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Body Entity or by any Legal RequirementLaw, in connection with any Legal Proceeding under such request, inquiry, investigation, action or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceedinglegal proceeding, each of the Company and Parent Party will permit authorized Representatives representatives of the other party Parties to be present at each meeting or conference relating to any such Legal Proceeding request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any material, written document, opinion or proposal made or submitted to any Governmental Body Entity in connection with such request, inquiry, investigation, action or legal proceeding. Ultimate Parent, Parent and Merger Sub shall, subject to and without limiting Ultimate Parent's, Parent's and Merger Sub's obligations under this Section 7.4, be permitted to implement its strategy and otherwise pursue its position as to which it has (i) consulted with the Company and taken the Company's views into account in good faith and (ii) developed, implemented and pursued with a view to obtaining any such Legal Proceeding.necessary clearances pursuant to antitrust Laws as promptly as practicable (and in any event by the End

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as (1) As soon as reasonably practicable after the date of this Agreementhereof, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger Purchaser and the other transactions contemplated Company shall make all required or advisable notifications, registrations, filings, applications and submissions with Governmental Entities, shall promptly respond to any information requests by this Agreementa Governmental Entity, and shall use their commercially reasonable efforts to submit promptly obtain and maintain the Regulatory Approvals, so as to enable the Closing to occur as soon as reasonably practicable (and in any additional information requested by any such Governmental Body. event no later than the Outside Date). (2) Without limiting the generality of the foregoing, and unless the Purchaser and the Company and Parent shall, promptly after agree otherwise: (a) within 10 Business Days of the date of this Agreement, prepare the Purchaser and the Company shall file with the notifications required under Commissioner a request for an advance ruling certificate pursuant to section 102 of the HSR Competition Act or, in the alternative, a No Action Letter; and (b) within 10 Business Days of the date of this Agreement, the Purchaser and the Company shall file with the Commissioner their respective complete pre-merger notification forms pursuant to section 114 of the Competition Act. (3) With respect to obtaining the Regulatory Approvals and the other matters identified in this Section 4.5, each of the Purchaser and the Company shall cooperate with one another and shall provide such assistance as the other Party may reasonably request in connection with obtaining the Merger. The Company and Parent shall respond Regulatory Approvals as promptly soon as reasonably practicable to (i) any inquiries or requests received from the Federal Trade Commission date of this Agreement. In particular: (a) no Party shall extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity not to consummate the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each transactions contemplated by the Arrangement, except upon the prior written consent of the Company other Party (consent not to be unreasonably withheld, conditioned or delayed); (b) the Parties shall exchange drafts of all submissions, material correspondence, filings, notifications, presentations, applications, plans and Parent shall (1) undertakings to be made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement, and to the extent not precluded by such Governmental Entity, give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect Party a reasonable opportunity to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, review and will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement, provided that (i) submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings to or with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable solicitor-client or other privilege or competitively sensitive information, provided that the Party must provide on an external counsel-only basis un-redacted versions of such written materials with any Governmental Entity on the basis that the redacted information will not be shared with the other Party, (ii) no Party shall be required to share with any other Party or their external counsel any highly commercially sensitive information, and (iii) the Parties shall restrict access to the filings required by Section 4.5(2) to their employees and outside counsel who have a need to know; (c) each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and, unless participation by a Party is prohibited by Law or by such Governmental Entity, shall provide the other Party with a reasonable opportunity to participate in such meetings; and (d) the Purchaser and the Company shall each contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) which has the effect of making the transactions contemplated by the Arrangement illegal or otherwise prohibiting consummation of the transactions contemplated by the Arrangement. (4) Notwithstanding any requirement in this Agreement, in the case of a disagreement between the Parties over the strategy, tactics or decisions relating to obtaining the Regulatory Approvals, the Purchaser shall, while considering the views and input of one anotherthe Company in good faith and acting reasonably, have the final and ultimate authority over the appropriate strategy, tactics and decisions related to obtaining the Regulatory Approvals. (5) The Purchaser shall pay all filing fees (including any Taxes thereon) payable to any Governmental Entity in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingRegulatory Approvals.

Regulatory Approvals. The Company (a) As soon as practicable, iAnthus shall apply to list the iAnthus Shares issuable or to be made issuable pursuant to the Arrangement (including all iAnthus Shares issuable upon the exercise or conversion of the Replacement Options, MPX Warrants, MPX Convertible Debentures and Parent MPX Convertible Loans) on the CSE, and shall use all its commercially reasonable efforts to fileobtain approval, as soon subject to customary conditions, for the listing of such iAnthus Shares on the CSE. (b) iAnthus and MPX each shall: (i) As promptly as practicable after the date execution of this Agreement, use its reasonable best efforts to make all noticesfilings with, reports give all notices to and other documents required to be filed with any obtain all Authorizations from Governmental Body with respect to Entities that are necessary for the Merger and lawful completion of the other transactions contemplated by this Agreement, including the Regulatory Approvals. (ii) In the case of the HSR Clearance, as soon as reasonably possible following the date hereof, and in any event within 10 Business Days of the date hereof, make an appropriate filing of a Notification and Report Form pursuant to submit promptly the HSR Act. (iii) supply the other with any information which may be required in order to effectuate the filings, notifications or submissions (except where such material is confidential or competitively or commercially sensitive, in which case it shall be provided (subject to applicable Laws) to the other Party’s outside antitrust counsel on an “external counsel” basis) required by Section 4.3(a); (iv) supply any additional information and documentary material which reasonably may be requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating pursuant to the HSR Act or by any other federal Governmental Entity of any applicable jurisdiction; (v) subject to applicable Law, permit the other to review in advance and provide comments on any drafts of any proposed filing, application, submission or state antitrust or fair trade law. In addition, except as may be prohibited by other written communication to any Governmental Body Entity and provide the other with a copy of any such filing, application, submission or written communication, or written summary of any oral communication to any Governmental Entity (except where such material is confidential or competitively or commercially sensitive, in which case it shall be provided (subject to applicable Laws) to the other Party’s outside antitrust counsel on an “external counsel” basis, subject to redaction or withholding of highly confidential information or documents); and (vi) promptly notify the other Party of any written or oral communication received from any Governmental Entity and subject to applicable Law, provide the other Party with a copy of any written communication or a written summary of any oral communication, all subject to outside counsel restrictions or redacting or withholding of highly confidential information or documents provided or discussed. (c) Neither Party shall attend any meetings, whether in Person or by telephone, with any Legal Requirement, Governmental Entity in connection with any Legal Proceeding under the Transaction, unless it provides the other Party with a reasonable opportunity to attend such meetings (provided that (subject to applicable laws) where confidential or relating competitively or commercially sensitive information is discussed, only the other Party’s outside counsel shall be permitted to attend the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each relevant portion of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingon an “external counsel” basis).

Regulatory Approvals. The Company (a) Subject to the terms hereof, including Section 5.1(b), the parties hereto shall, and Parent shall cause each of their respective subsidiaries to, cooperate and to use all their respective commercially reasonable efforts (i) to filemake any appropriate filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as soon as practicable after amended (“HSR Act”) with respect to the transactions contemplated by this Agreement promptly (and in any event within five (5) business days following the date of this Agreement), all noticesto cause any waiting period under the HSR Act (and any extension thereof) to expire or be terminated, reports and other documents required to be filed with respond as promptly as reasonably practicable to any requests from any Governmental Body with respect Entities for information pursuant to the Merger HSR Act and (ii) to obtain, file with or deliver to, as applicable, any other consents or approvals of any Governmental Entities necessary, proper or advisable to consummate the other transactions contemplated by this Agreement, to cause any other waiting or review periods required for the consummations contemplated by this Agreement to expire or be terminated, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as reasonably practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other such Governmental Body Entities for information required in connection with antitrust or related mattersany of the foregoing. Each of the Company and Parent party hereto shall (1A) give the other party prompt notice of the commencement of any Legal Proceeding material request, inquiry, objection, charge or other Action (as defined below), actual or threatened, by or before any Governmental Body Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2B) keep the other party informed as to the status of any such Legal Proceedingmaterial request, and inquiry, objection, charge or other action, suit, proceeding, claim, arbitration or investigation (3collectively, “Action”), (C) promptly inform the other party of any material communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body Entity regarding the Mergertransactions contemplated by this Agreement and (D) permit the other party to review in advance, and consider in good faith any comments made by the other party in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The Company parties hereto will (x) use their commercially reasonable efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and Parent will (y) consult and cooperate with one another, and will consider in good faith the views of one another, in connection with with, and provide to the other party in advance, any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted by or on behalf of any party hereto in connection with the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any Legal Proceeding under meeting or relating substantive communication with any Governmental Entity and, to the HSR Act extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversations. (b) Notwithstanding anything to the contrary in this Agreement, none of the parties hereto or any of their respective subsidiaries shall be required to (i) respond to a Second Request, (ii) contest, administratively or in court, any ruling, order or other federal action of the Federal Trade Commission or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act United States Department of Justice or any other federal third party respecting the transactions contemplated hereby, or state antitrust (iii) become subject to, consent to, or fair trade law offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of the business of such party, or any other similar Legal Proceedingof their respective subsidiaries, each (B) conduct, restrict, operate, invest or otherwise change the assets, business or portion of the Company and Parent will permit authorized Representatives business of such party or any of their respective subsidiaries in any manner or (C) impose any restriction, requirement or limitation on the operation of the other business or portion of the business of the such party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingof their respective subsidiaries.

Regulatory Approvals. The Company (a) Each of Purchaser and Parent Sellers shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within five (5) Business Days after approval of the Bidding Procedures by the Bankruptcy Court in the case of all filings required under the HSR Act and within ten (10) Business Days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by Applicable Law, and at Purchaser's cost providing 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 all commercially reasonable efforts to filefurnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. 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. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as soon each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.7 as practicable after "outside counsel only." Such materials and the date information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be). Notwithstanding anything to the contrary provided herein, none of Sellers, Purchaser nor any of their respective Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets, or any of the Purchased Assets, (ii) to agree to any limitation on the operation or conduct of the Business, or (iii) to waive any of the conditions to this AgreementAgreement set forth in Section 10.1. (b) Each of Purchaser and Sellers shall use commercially reasonable efforts to resolve such objections, all noticesif any, reports and other documents required to as may be filed with asserted by any Governmental Body with respect to the Merger transactions contemplated by this Agreement 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 statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement is in violation of any Antitrust Law, Sellers shall use reasonable best efforts, and Purchaser shall cooperate with Sellers, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Sellers decide that litigation is not in their respective best interests. Each of Purchaser and Sellers shall use commercially reasonable efforts to submit promptly any additional information requested by any take such Governmental Body. Without limiting action as may be required to cause the generality expiration of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, none of Sellers, Purchaser nor any of their respective Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets, or any of the Purchased Assets, (ii) to agree to any limitation on the operation or conduct of the Business, or (iii) to waive any of the conditions to this Agreement set forth in Section 10.1. (c) All filings fees related to this Agreement incurred in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may Antitrust Laws shall be prohibited borne by any Governmental Body or by any Legal Requirement, the parties in connection accordance with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtheir respective legal obligations.

Regulatory Approvals. The Company (1) As soon as reasonably practicable after the date hereof each Party, or where appropriate, the Parties jointly, shall make all notifications, filings, applications and Parent submissions with Governmental Entities required or advisable in connection with the Regulatory Approvals, including the Required Regulatory Approvals, and shall use all its commercially reasonable efforts to file, obtain as soon as reasonably practicable after and maintain the Regulatory Approvals, including the Required Regulatory Approvals. (2) In the case of the HSR Act Approval, each Party shall make all required filings of Notification and Report Forms pursuant to the HSR Act within ten (10) Business Days of the date of this Agreement. (3) The Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals, including providing or submitting on a timely basis, and as promptly as practicable, all noticesdocumentation and information that is required, reports or in the opinion of a Party, acting reasonably, advisable, in connection with obtaining the Regulatory Approvals and use their commercially reasonable efforts to ensure that such information does not contain a misrepresentation; provided, however, that nothing in this provision shall require a Party to provide information that is not in its possession or not otherwise reasonably available to it. (4) The Parties shall (i) cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals and shall promptly notify each other documents required to be filed with of any material communication from any Governmental Body Entity in respect of the Arrangement or this Agreement, (ii) respond, as soon as reasonably practicable, to any reasonable requests for information from a Governmental Entity in connection with respect obtaining a Regulatory Approval, and (iii) not make any submissions or filings to any Governmental Entity related to the Merger and the other transactions contemplated by this Agreement, and to submit promptly or participate in any additional information requested by meetings or any such material conversations with any Governmental Body. Without limiting the generality Entity in respect of the foregoingany filings, the Company and Parent shallsubmissions, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any investigations or other inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or matters related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep unless it consults with the other party informed as Party in advance and, to the status extent not precluded by such Governmental Entity, gives the other Party a reasonable opportunity to review drafts of any submissions or filings (and will give due consideration to any comments received from such Legal Proceedingother Party) and to attend and participate in any communications. Despite the foregoing, and (3) promptly inform submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other party Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts and final submissions, filings or other written communications with any communication to or from Governmental Entity on the Federal Trade Commission, basis that the Department of Justice or any other Governmental Body regarding the Merger. The Company redacted information will not be shared with its clients. (5) Tilray and Parent Aphria will consult and cooperate with one anothernot, and will consider in good faith not permit any of their respective Subsidiaries to, acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the views assets of one anotheror equity in, in connection with or by any analysisother manner, appearanceany Person, presentationor otherwise acquire or agree to acquire any assets or equity, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or if the entering into of an agreement relating to or the HSR Act consummation of such acquisition, merger or consolidation would at the time of entry into such agreement, reasonably be expected to (i) materially increase the likelihood of any other federal Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated by this Agreement or state antitrust (ii) prevent, materially impede or fair trade law. In additionmaterially delay the receipt of the Required Regulatory Approvals. (6) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, except as may be prohibited or if any proceeding is instituted or threatened by any Governmental Body Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law or as not satisfying any Legal Requirementapplicable legal text under a Law necessary to obtain the Regulatory Approvals, in connection the Parties shall use their commercially reasonable efforts consistent with any Legal Proceeding under the terms of this Agreement to resolve such objection or relating proceeding, as the case may be, so as to allow the Effective Time to occur on or prior to the HSR Act Outside Date. (7) Notwithstanding anything to the contrary in this Agreement, no Party is permitted or required to divest or to offer to divest any other federal of their assets or state antitrust properties or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating agree to any such Legal Proceeding behavioural remedy, undertaking, commitment, or restriction on the operations of Tilray or Aphria in order to secure any Regulatory Approval, including either the Competition Act Approval or the HSR Approval, except with the express consent of both Tilray and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingAphria.

Regulatory Approvals. (a) As soon as may be reasonably practicable, the Company and Parent each shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act. The Company and Parent each shall each use all reasonable efforts to obtain early termination of any waiting period under HSR and Company and Parent shall each promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC or the DOJ. (b) Each of the Company and Parent shall use all its commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all other notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this AgreementAgreement (including pre-merger notification forms required by the merger notification or control laws and regulations of any applicable foreign jurisdiction, as agreed to by the parties). Each of Parent and the Company shall promptly (a) supply the other with any information which may be required in order to submit promptly effectuate such filings and (b) supply any additional information requested which reasonably may be required by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other a Governmental Body in connection with antitrust or related matters. of any jurisdiction and which the parties may reasonably deem appropriate. (c) Each of the Company and Parent shall (1i) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2ii) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3iii) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.

Regulatory Approvals. The Company (a) Subject to the terms and Parent shall use all reasonable efforts to file, as soon as practicable after the date conditions of this Agreement, all noticeseach Constituent Corporation will use its best efforts to take, reports and other documents required or cause to be filed with any Governmental Body taken, all actions reasonably necessary or advisable under applicable law to consummate the Conversion, including (i) making or causing to be made the filings required by law with respect to the Merger and Conversion as promptly as is practicable, (ii) complying, as promptly as is reasonably practicable, with any requests received from a governmental body by such Constituent Corporation with respect to the other transactions contemplated by this AgreementConversion, and (iii) resolving any formal or informal objections of any governmental body with respect to submit promptly any additional information requested by any such Governmental Body. Without limiting filings or the generality Conversion. (b) The Constituent Corporations covenant and agree that if any required regulatory approval to consummate the Conversion is denied or not obtained, the Constituent Corporations will each use their best efforts to work together to restructure the Conversion to achieve or acquire all required regulatory approvals, it being agreed that in all such instances the benefits sought to be delivered by the Constituent Corporations from the Conversion, financial or otherwise, will not change as a result of such restructuring. (c) Until the earlier of the foregoing, Effective Time or the Company and Parent shall, promptly after the date termination of this Agreement, prepare each Constituent Corporation shall promptly notify the other Constituent Corporations of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and file authorizations that are the notifications required under subject of this Section 12 and shall permit the HSR Act other Constituent Corporations to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporations in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporations the opportunity to attend and participate at such meeting. The Constituent Corporations will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body matters set forth in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.Section

Regulatory Approvals. The Company and Parent (a) Each party shall use all commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger Offer, the Merger, the other Contemplated Transactions and the other transactions contemplated by this AgreementShareholder Agreements, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications notification and report forms required to be filed under the HSR Act and any notification or other document required to be filed under any applicable foreign antitrust or competition-related Legal Requirement in connection with the Offer, the Merger, the other Contemplated Transactions and the Shareholder Agreements. The Company and Parent shall respond as promptly as practicable to to: (ia) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation documentation; and (iib) any inquiries or requests received from any state attorney general general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters. At the request of Parent, the Company shall divest, sell, dispose of, hold separate or take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such action is conditioned upon the consummation of the Offer or the Merger. (b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 6.2(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and the Company shall: (i) consult with the other prior to taking a position with respect to any such filing; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of any party hereto in connection with any Legal Proceeding related solely to this Agreement or the transactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (iii) coordinate with the other in preparing and exchanging such information; and (iv) promptly provide the other (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Body related solely to this Agreement or the Contemplated Transactions. (c) Each of Parent and the Company and Parent shall (1) give notify the other party prompt notice promptly upon the receipt of: (i) any communication from any official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) knowledge of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions (2) and shall keep the other party informed as to the status of any such Legal Proceeding, Proceeding or threat); and (3iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.2(a), Parent or the Company, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other party of any communication to or from the Federal Trade Commission, occurrence of such event and cooperate in filing with the Department of Justice or any other applicable Governmental Body regarding such amendment or supplement. (d) Subject to Section 6.2(e), Parent and the MergerCompany shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other Contemplated Transactions. The Company Without limiting the generality of the foregoing, but subject to Section 6.2(e), each party to this Agreement: (i) shall make all filings (if any) and Parent will consult give all notices (if any) required to be made and cooperate with one another, and will consider in good faith the views of one another, given by such party in connection with the Offer, the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any analysisapplicable Legal Requirement or Contract, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted otherwise) by such party in connection with the Offer, the Merger or any of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger. (e) Notwithstanding anything to the contrary contained in Section 6.2 or elsewhere in this Agreement, neither Parent nor Acquisition Sub shall have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Subsidiaries or any of the Acquired Corporations to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries or any of the Acquired Corporations to take or agree to take) any other action or agree (or cause any of its Subsidiaries or any of the Acquired Corporations to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; or (ii) to contest any Legal Proceeding under or relating to the HSR Act Offer or the Merger or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingContemplated Transactions.

Regulatory Approvals. The Company (a) Subject to Section 6.2(e), the Buyer shall have full and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreementexclusive responsibility, and to submit promptly any additional information requested by any such Governmental Body. Without limiting shall take all steps, actions and commitments necessary for obtaining the generality of the foregoing, the Company and Parent shall, Regulatory Approvals promptly after the date of this Agreement, prepare and file in particular shall: (i) in relation to the notifications required under Regulatory Approvals relating to the HSR Act acquisition of the Transferred Assets (and assumption of the Transferred Liabilities) and the Autocos, (x) make appropriate pre‑filings or, when no pre-filing is required, filings for the purpose of obtaining the Regulatory Approvals in connection consultation with General Motors as soon as reasonably practicable and in any event within 60 calendar days after the date hereof and (y) when a pre-filing is required, promptly clear the pre-filing with the Merger. The Company relevant Governmental Authority and Parent shall respond make appropriate filings as soon as practicable thereafter; (ii) in relation to the Regulatory Approvals relating to the acquisition of the Fincos and the Licensed Entities, to the extent not made prior to the date hereof, make appropriate filings as soon as reasonably practicable; (iii) provide all information and comply as promptly as practicable with any requests for additional information requested by any Governmental Authority; (iv) promptly notify General Motors (and provide copies or, in the case of non‑written communications, details) of any material communications from any such Governmental Authority relating to any such consent, approval or action, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis; (v) except for communications that are purely administrative in nature, communicate with any such Governmental Authority only after prior consultation with General Motors (taking into account its reasonable comments and requests) and provide General Motors with copies of all such submissions, notifications, filings and other communications in the form submitted or sent, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis; (vi) (without limiting (iv) above), provide General Motors with a final draft of all submissions, notifications, filings and other communications to any Governmental Authority at such time as will allow General Motors a reasonable opportunity to provide comments and for the Buyer to take account of reasonable comments of General Motors, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis; (vii) upon request from General Motors and where permitted by the Governmental Authority, allow persons nominated by General Motors to attend all meetings (and participate in all telephone or other conversations, except any conversations that are purely administrative in nature) with the Governmental Authority, provided that only General Motors’s counsel shall be allowed to attend meetings or participate in telephone or other conversations (or part thereof) that relate to information of a commercially sensitive nature; (viii) regularly review with General Motors the progress of any notifications or filings with a view to obtaining the Regulatory Approvals at the earliest reasonable opportunity, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis and shall not be required to take any action that would constitute a breach of Law, regulation or contract; and (ix) notify the French Prudential Control and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution) in writing of the decision to appoint new managers of the French Xxxxx, together with relevant documentation required pursuant to applicable Laws and shall provide such documentation to the French Xxxxx, at least 1 month prior to the closing of the sale and purchase of the shares in the French Xxxxx. (b) General Motors shall, and shall cause AOAG, the Assets Sellers and the Target Group Companies to cooperate to respond to reasonable requests from the Buyer in respect of the Regulatory Approvals (which shall not require AOAG, the Assets Sellers and the Target Group Companies to incur any liability, cost or expense in connection therewith) and to provide in a timely manner to any Governmental Authority and to Buyer any information and documents required or expedient for the purpose of making any submissions, notifications and filings to any such Governmental Authority, and shall make any notifications that may be required of General Motors by such Governmental Authority in order to obtain any relevant consents or approvals, provided that General Motors shall only be required to provide information of a commercially sensitive nature to the Buyer’s counsel on a counsel‑to‑counsel basis and shall not be required to take any action that would constitute a breach of Law, regulation or contract. (c) The Buyer shall not make any filing with any Governmental Authority which is not required without the prior written consent of General Motors, such consent not to be unreasonably withheld, delayed or conditioned, having due consideration for the corporate and commercial interests of AOAG, the Assets Sellers and the Target Group Companies. (d) If it becomes apparent that any Governmental Authority referred to in this Section 6.2 will only provide any consents or approvals that are necessary to satisfy the obligations set out in this Section 6.2 and/or obtain the Regulatory Approvals subject to certain undertakings, the Buyer shall offer to such Governmental Authority (and not withdraw) or agree to such commitments as may be deemed necessary to secure such Governmental Authority’s consent or clearance without undue delay, subject to Section 6.2(e). (e) Nothing in this Agreement shall however require the Buyer: (i) with a view to obtaining the Antitrust Approvals in relation to the acquisition of the Transferred Assets and the Autocos, to, or commit to, sell, hold, divest, discontinue, license or limit before or after the Closing Date any inquiries assets, businesses or requests received interests of the Buyer, its Affiliates, the Autocos and the Dealership Entities or included in the Transferred Assets, if such commitments would result in (x) a one‑time cost and/or (y) an annual recurring cost over a period not to exceed five years from the Federal Trade Commission or Closing Date, having in the Department aggregate a cash value impact in excess of Justice for additional information or documentation and the amount set forth in Exhibit 6.2(e); (ii) any inquiries or requests received from any state attorney general or other Governmental Body with a view to obtaining the Antitrust Approvals in connection with antitrust or related matters. Each relation to the acquisition of the Company Fincos, to, or commit to, sell, hold, divest, discontinue, license or limit before or after the Closing Date any assets, businesses or interests of any Person other than the Fincos (and Parent shall (1) give for the other party prompt notice avoidance of doubt, of the commencement Buyer, its Affiliates (other than the Fincos), the Financial Partner and the Affiliates thereof); or (iii) with a view to obtaining any Fincos Approval, to, or commit to, fund capital so as to increase the Leverage Ratio of any Legal Proceeding by or before the Fincos above 12% on a consolidated basis, provided that (A) if any Governmental Body Authority requires an increase of the equity of the Fincos above the Target Ratio, the Buyer shall commit to such Governmental Authority to reduce the portfolio of the related Fincos subsequent to the Closing to the extent necessary to satisfy such requirement and (B) this clause (iii) shall not apply in the event the Buyer is seeking Fincos Approval without the participation of a Financial Partner. (f) General Motors shall cause the Dutch Xxxxx to make all appropriate filings required under applicable Laws with a view to obtaining a positive decision granted by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) with respect to the Merger screening on integrity and/or suitability of new (co-) policymakers (i.e., direct or any indirect majority shareholders) and commissioners of the other transactions contemplated by this Agreement, Dutch Xxxxx in accordance with applicable Law. (2g) keep the other party informed as to the status The Buyer shall provide a copy of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company Regulatory Approvals or of any decision expressly denying the grant of any Regulatory Approval to General Motors no later than 10 Business Days after receipt thereof. (h) The Buyer shall use its best efforts to cause the Financial Partner and Parent will permit authorized Representatives any other Person that will, as a result of Closing, acquire a Qualifying Holding in one or more Fincos or Licensed Entities, to perform the same obligations as those provided under this Section 6.2, insofar as necessary for the purpose of obtaining the Fincos Approvals or the Licensed Entities Approvals. (i) In addition to the obligation of the other party Buyer to be present at each meeting obtain the Fincos Approvals and the Licensed Entities Approvals (which shall remain the sole responsibility of the Buyer, subject to Section 6.2(e)), General Motors shall cause the relevant Fincos and Licensed Entities to respond to reasonable requests from the Buyer in respect of the Fincos Approvals (which shall not require AOAG, the Assets Sellers and the Target Group Companies to incur any liability, cost or conference relating to any such Legal Proceeding and to have access to and be consulted expense in connection therewith), and, to the extent not effected prior to the date hereof, to make all appropriate pre‑filings and filings required under applicable Law and, in particular: (i) notify the French Prudential Control and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution) in writing of the decision to divest the interests and of the decision of the Buyer or a Buyer Designee to acquire a Qualifying Holding in the French Xxxxx (where regulated by the French Prudential Control and Resolution Authority) in accordance with any documentapplicable Law; (ii) notify the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the German Central Bank in writing of the decision to divest the interests and of the decision of the Buyer or a Buyer Designee to acquire a Qualifying Holding in the German Fincos (where regulated by the German Federal Financial Supervisory Authority) in accordance with applicable Law; and (iii) notify the UK Financial Conduct Authority in writing of the decision to divest the interests and of the decision of the Buyer or a Buyer Designee to acquire a Qualifying Holding, opinion or proposal made or submitted to any Governmental Body in connection the UK Fincos (where regulated by the UK Financial Conduct Authority) and the Licensed Entities in accordance with any such Legal Proceedingapplicable Law.

Regulatory Approvals. The Company (a) Each Party shall (and Parent shall each cause their respective Affiliates to) use all reasonable best efforts to filemake, give or obtain all regulatory approvals required in connection with the Transactions, which shall include to: (i) make or cause to be made the filings required of such Party or any of its Affiliates under the HSR Act with respect to the transactions contemplated by this Agreement, as soon promptly as practicable practicable, and in any event within ten (10) Business Days after the date of this Agreement, ; (ii) make all notices, reports and other documents required filings or applications necessary to obtain any consents required to be filed obtained from the NYPSC in connection with any Governmental Body the Second Closing (the “NYPSC Approval”), (iii) cooperate with the other Party (or Parties) and furnish all information in such Party’s possession that is necessary in connection with such other Party’s (or Parties’) filings; (iv) use reasonable best efforts to cause the expiration or termination of all applicable waiting periods under the HSR Act with respect to the Merger and the other transactions contemplated by this AgreementAgreement and obtain the NYPSC Approval, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality in each case, as soon as possible; provided that no filing shall be made in respect of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect NYPSC Approval prior to the Merger or any of the other transactions contemplated by this Agreement, First Closing; (2) keep the other party informed as to the status of any such Legal Proceeding, and (3v) promptly inform the other party Party (or Parties) of the occurrence and contents of any oral communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one anotherfrom, and will promptly provide to the other Party (or Parties) copies of any substantive written communications from, any Governmental Authority in respect of any required regulatory approvals, and permit the other Party (or Parties) to review in advance, and consider in good faith the views comments of one anotherthe other Party (or Parties) regarding, any proposed substantive communication by such Party to any Governmental Authority; (vi) consult and cooperate with the other Party (or Parties) in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argument, opinion or proposal arguments and opinions to be made or submitted by or on behalf of any Party in connection with any Legal Proceeding required regulatory approvals, and all related meetings and Actions; (vii) comply promptly and fully, as practicable and advisable, with any requests received by such Party or any of its Affiliates under the HSR Act or relating in connection with the pursuit of the NYPSC Approval for additional information, documents or other materials; (viii) use reasonable best efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any antitrust or competition Law; (ix) use reasonable best efforts to contest and resist any Action instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as being in violation of any antitrust or competition Law; (x) request expedited and, as appropriate, confidential treatment of any such filings; and (xi) subject to Section 6.4(a)(xi) of the Buyer Disclosure Schedule, cooperate in good faith with all Governmental Authorities and not take any action or enter into any agreement that would reasonably be expected to delay, adversely impact, hinder or prevent obtaining any required approvals under the HSR Act. All filing fees in connection with filings under the HSR Act shall be borne as provided in Section 10.11(a). Buyer shall prepare or cause to be prepared any market concentration report or analysis in connection with obtaining the NYPSC Approval and the payment of any fees and costs for such report or analysis shall be borne as provided in Section 10.11(a). No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry, unless it consults with the other Party (or Parties) in advance and, to the extent permitted by such Governmental Authority, gives the other Party (or Parties) the opportunity to attend and participate at such meeting. Buyer shall not withdraw its HSR Act notification and report form nor enter into any agreement with any Governmental Authority to delay closing of the transactions contemplated hereby without the prior written consent of the Sellers. (b) In furtherance, and not in limitation of, the foregoing, and notwithstanding any other provision of this Agreement to the contrary, Buyer shall take, and cause its Affiliates to take, reasonable best efforts to avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Governmental Order, Law or Action that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby, in each case, to allow the Parties to consummate the transactions contemplated hereby as expeditiously as possible, and in any event prior to the First Termination Date (other than with respect to the NYPSC Approval) and prior to the Second Termination Date (with respect to the NYPSC Approval). Notwithstanding anything to the contrary herein, including the immediately preceding sentence, neither Buyer nor any of its Affiliates shall be required to take (and the Acquired Entities shall not, and the Sellers shall not permit the Acquired Entities to, take, in each case, without the prior written consent of the Buyer) any of the following actions in connection with this Section 6.4: (i) proposing, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, properties, rights, products, leases, businesses, services or other operations or interests therein of the Acquired Entities, Buyer or their respective Affiliates; (ii) taking or committing to take actions, or accepting any restrictions or impairments, that would limit Buyer’s or its Affiliates’ freedom of action with respect to, or their ability to own, retain, control, operate or manage, any capital stock, assets, properties, rights, products, leases, businesses, services or other operations or interests therein of the Acquired Entities, Buyer and their respective Affiliates or any interest or interests therein; (iii) creating, terminating or amending any relationships, contractual rights, obligations, licenses, ventures or other arrangements of the Acquired Entities, Buyer and their respective Affiliates; and (iv) proposing, offering, negotiating, committing to and effecting any other remedy or condition of any kind. Each Party shall, and shall cause its Affiliates to, take reasonable best efforts to contest, defend, challenge and appeal any threatened or pending proceeding, or preliminary or permanent injunction, or other Governmental Order under the HSR Act or any other U.S. federal antitrust Law or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with the NYPSC Approval, in each case, that would adversely affect, delay or prevent the ability of any Legal Proceeding under or relating Party to consummate the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtransactions contemplated hereby.

Regulatory Approvals. (a) The Company and Parent covenant and agree to proceed diligently, in a coordinated fashion, to apply for and seek to obtain the Regulatory Approvals. (b) Subject to Section 5.5(c), Parent and the Company shall take all actions necessary to cause the filings, applications, notices and submissions required by the Parties and their respective Subsidiaries to obtain all Regulatory Approvals to be made as promptly as reasonably practicable. The Parties further agree to: (i) comply at the earliest practicable date with any request for additional information received by any Party or its Subsidiaries, from any Governmental Entities, in connection with obtaining any Regulatory Approval; and (ii) to cooperate with each other in connection with their respective filings with respect to obtaining any Regulatory Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity. For greater certainty, each Party agrees that from the date hereof until the earlier of (i) the Effective Date; and (ii) this Agreement having been terminated pursuant to its terms, it shall use all commercially reasonable efforts efforts, and shall cause its Subsidiaries to fileuse their commercially reasonable efforts, to obtain the Regulatory Approvals as soon as practicable after reasonably practicable, and, without limitation, it shall, and, where appropriate, shall cause its Subsidiaries to: (i) effect all necessary or appropriate registrations, filings, notifications, applications and submissions of information required by Governmental Entities from such party or any of its Subsidiaries, including the date notifications set out in the Company Data Room; (ii) provide the other Party with copies of this Agreementany submissions, filings or additional information in advance, and a reasonable opportunity to comment on all notices, reports submissions, filings and other documents required information supplied to be or filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this AgreementEntity, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with obtaining any Regulatory Approval (except for notices and information which the Merger. The Company disclosing party, acting reasonably, considers highly confidential and Parent competitively sensitive, which then shall respond be provided on an outside counsel only basis to external counsel of the other Party); (iii) cooperate in the preparation of any response by the other Party to any request for additional information received by such other Party or its Subsidiaries, from any Governmental Entities, in connection with obtaining any Regulatory Approval; and (iv) effect such presentations and assist at such meetings with or public hearings of Governmental Entities as promptly as practicable to may be appropriate for the purpose of obtaining the Regulatory Approvals. (c) Each Party covenants and agrees in favour of the other Party that, from the date hereof until the earlier of (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation Effective Date; and (ii) the date this Agreement is terminated pursuant to its terms, it will not initiate or enter into any inquiries substantive discussions or requests received from any state attorney general or other hold meetings with Governmental Body Entities in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect relation to the Merger Arrangement and/or the Regulatory Approvals, without the presence or any prior approval (not to be unreasonably withheld) of the other transactions contemplated by this Agreement, (2) keep the Party. Except for proxies and other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The non-substantive communications with Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal ProceedingSecurityholders, each of the Company and Parent will permit authorized Representatives of shall furnish promptly to the other party to be present at a copy of each meeting notice, report, schedule or conference relating to other documents delivered, filed or received by such party from significant Company Securityholders or regulatory agencies in connection with: (i) the Arrangement; (ii) the Company Meeting; (iii) any such Legal Proceeding and to have access to and be consulted filings under applicable Laws in connection with the transactions contemplated by this Agreement; and (iv) any document, opinion dealings with regulatory agencies or proposal made or submitted to any Governmental Body other governmental authorities in connection with the transactions contemplated by this Agreement (d) For purposes of this Agreement, no Regulatory Approval shall be considered to have been obtained unless it is on terms satisfactory to each of the Parties acting reasonably, provided however that any such Legal Proceedingundertakings, terms and conditions required to be offered, accepted and agreed to by Parent in accordance with the requirements of Section 5.5 are deemed to be satisfactory to each of the Parties. In addition, no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation has been instituted or threatened after the granting of any Regulatory Approval and remains outstanding or subject to final judgment or adjudication prior to the filing of the Articles of Arrangement and receipt of the Certificate of Arrangement. (e) All filing and similar fees paid to Governmental Entities associated with obtaining any Regulatory Approval shall be shared equally by the Parties.

Regulatory Approvals. The (a) Each of Purchaser, the Company and Parent the Sellers (if necessary) shall use (i) make or cause to be made all reasonable efforts to filefilings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act, the Sxxxxxx Act, as soon amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, or the creation or enhancement of dominance (collectively, the “Antitrust Laws”) with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within six (6) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within one (1) week in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from any other Governmental Body in respect of such filings or such transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, all noticesand provide copies of written communications with, reports any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other documents Antitrust Laws. (b) Each of Purchaser and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice of periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Each of Purchaser and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be filed with asserted by any Governmental Body with respect to the Merger transactions contemplated by this Agreement under the HSR Act, or other Antitrust Laws. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, each of Purchaser and the Company shall cooperate and use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and to submit promptly any additional information requested judicial appeal, unless by any such Governmental Body. Without limiting the generality of the foregoingmutual agreement, Purchaser and the Company and Parent shall, promptly after decide that litigation is not in their respective best interests. Notwithstanding anything to the date of contrary in this Agreement, prepare and file neither Purchaser nor any of its Affiliates (which for purposes of this sentence shall include the notifications required under the HSR Act Company) shall be required, in connection with the Merger. The Company and Parent shall respond as promptly as practicable to matters covered by this Section 8.4, (i) to hold separate (including by trust or otherwise) or divest any inquiries of their respective businesses, product lines or requests received from the Federal Trade Commission Assets, or the Department of Justice for additional information or documentation and (ii) to agree to any inquiries limitation on the operation or requests received from any state attorney general conduct of their or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Company’s or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingSubsidiaries’ respective businesses.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as (a) As soon as reasonably practicable after following the execution and delivery of this Agreement, each of Parent and the Company shall file or cause to be filed with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as required by the HSR Act (such filing to be made within fifteen (15) Business Days following the date of this Agreement), as well as comparable pre-merger notification filings, forms and submissions that are required in the Relevant Antitrust Jurisdictions. Subject to this Section 7.2, each of Parent, Merger Sub and the Company shall use their reasonable best efforts to obtain clearance of the Merger by the Termination Date (as the same may be extended). (b) Without limiting, and subject to Section 7.2(c) and Section 7.2(d), each of Parent and the Company shall use their reasonable best efforts to (a) cooperate and coordinate with the other in the making of such filings, (b) supply the other with any information that may be required in order to effectuate such filings, (c) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Parent reasonably deems necessary and/or appropriate (d) promptly inform the other party or parties hereto, as the case may be, of any oral communication with and provide the other party with copies of any written communications to or from any Governmental Authority in the U.S. or any Relevant Antitrust Jurisdictions regarding the Merger or any other transactions contemplated by this Agreement (as well as a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other in connection with, any such written communications), and (e) to the extent practicable, (A) give the other party reasonable advance notice of all notices, reports and other documents required to be filed oral communications with any Governmental Body with respect to Authority in the U.S. or any Relevant Antitrust Jurisdictions regarding the Merger and the or any other transactions contemplated by this Agreement, and (B) with respect to submit promptly any additional information requested by any oral communication, a reasonable opportunity to participate in such Governmental Body. Without limiting discussions, and, to the generality of the foregoingextent a party hereto does not participate in such discussions, the Company and Parent shall, party having such discussions shall promptly after the date provide such non-participating party with a summary of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Mergersuch discussions. The Company and Parent shall respond as promptly as practicable to (i) If any inquiries party hereto or requests received from the Federal Trade Commission or the Department of Justice Affiliate thereof receives a request for additional information or documentation and (ii) any inquiries or requests received documentary material from any state attorney general or other such Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, which shall include providing the other party informed as with a reasonable advance opportunity to the status of any such Legal Proceedingreview and comment upon, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one anotherthe other in connection with, any such written materials, an appropriate response in compliance with such request. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside Table of Contents economic consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) Parent shall, on behalf of the parties, control and lead all communications and strategy relating to the Antitrust Laws and litigation matters relating to the Antitrust Laws (provided that the Company is not prohibited from complying with Applicable Law), subject to the notification and consultation provisions in this Section 7.2, good faith consultations with the Company in advance of any decisions about communications and strategy in connection with the Antitrust Laws and litigation matters relating thereto, and the inclusion of the Company at meetings with Governmental Authorities involving substantive issues under Antitrust Laws, unless (but subject to the foregoing notification and good faith consultation provisions) the inclusion of the Company is reasonably determined by Parent in good faith to be strategically detrimental to the ultimate goal of obtaining clearance of the Merger under the Antitrust Laws. (d) Notwithstanding anything in this Agreement to the contrary, Parent shall not be required to agree (and the Company shall neither agree nor permit any analysisof its Subsidiaries to agree without the prior written consent of Parent (and the Company shall, appearanceif Parent so directs, presentationagree, memorandumso long as such agreement is conditioned upon Closing)) to (A) the sale, briefdivestiture, argumentlicense or other disposition of any of the capital stock or other equity or voting interest, opinion assets (whether tangible or proposal made intangible), rights, products or submitted businesses of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand, (B) the imposition of any limitation on the ability of Parent, the Surviving Corporation, or any of their respective Subsidiaries or Affiliates to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Surviving Corporation and its Subsidiaries, (C) payment of any consideration, relinquishment of any right or agreement to any modifications of existing contracts or entry into new contracts (other than the payment of customary filing and application fees) in connection with obtaining any Legal Proceeding waivers, consents, approvals from Governmental Authorities under the Antitrust Laws of any Relevant Antitrust Jurisdiction, or relating (D) the imposition of any impediment on Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates under any Antitrust Laws of any Relevant Antitrust Jurisdiction (clauses (A), (B), (C) and (D), collectively, “Remedies”); provided, that Parent shall agree to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each divestiture of assets of the Company or any of its Subsidiaries that are immaterial to the Company and Parent will its Subsidiaries, taken as a whole, solely to the extent necessary both to (1) obtain clearances under the Antitrust Laws, or to remove any court or regulatory orders under the Antitrust Laws, that in each case are impeding the ability to consummate the Merger by the Termination Date (as the same may be extended) and (2) permit authorized Representatives of the other party Closing to occur by the Termination Date (as the same may be present at each meeting or conference relating to extended), provided, that any such Legal Proceeding and divestiture would be conditioned upon the Closing. Nothing herein shall require Parent (or permit the Company without the prior written consent of Parent) to have access to and be consulted in connection litigate with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingAuthority.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts (a) Notwithstanding anything to file, as soon as practicable after the date of contrary contained in this Agreement, all noticeseach Party will (and, reports in the case of Parent, cause each of its Subsidiaries and other documents required Affiliates (collectively, the “Parent Group”) to) use its best efforts to take, or cause to be filed with any Governmental Body with respect taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (i) as promptly as practicable and in any event within seven (7) Business Days after the date hereof, file or cause to be filed any and all required notifications, applications and other filings with respect to each of the Healthcare Regulatory Approvals, and to submit supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with obtaining the Healthcare Regulatory Approvals and to cooperate in all respects with each other in connection in connection with obtaining the Healthcare Regulatory Approvals and (ii) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (each, an “HSR Filing”) as promptly as practicable and in any event within five (5) Business Days after the date hereof, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent shall provide to the Company copies of all documents that must be submitted to the FTC, the DOJ or any other Governmental Entity in connection with Parent’s HSR Filing, promptly (and, in any event, within one (1) Business Day) after such documents are identified; provided that, to the extent appropriate, such documents may be shared with the Company on an outside counsel basis only. (b) Each of Parent Group and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.4(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any Proceeding by a private Party, in each case regarding any of the transactions contemplated hereby or the Subsequent Transaction and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings (including Item 4(c) and Item 4(d) documents in connection with the HSR Act filing) and communications between them and the FTC, the DOJ, or any other Governmental Entity with respect to the transactions contemplated by this Agreement or, until the Closing Date, the Subsequent Transaction; (iv) 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 DOJ, FTC, or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review in advance any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any submission, communication, meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any Proceeding by a private party, with any other Person; provided, however, that to the extent any of the documents or information provided pursuant to this Section 6.4 are commercially or competitively sensitive, the Company, or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other Party’s outside counsel, with the understanding and agreement that such counsel shall not share such documents and information with its client in connection with or relating to the transactions contemplated by this Agreement and, until the Closing Date, the Subsequent Transaction; provided, further, that materials may also be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Antitrust Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry in connection with this Agreement or the transactions contemplated by this Agreement or the Subsequent Transaction without giving the other Parties sufficient prior notice of the meeting or communication and, to the extent permitted by such Governmental BodyEntity, the opportunity to attend and/or participate in such meeting or communication, provided that, such notice and opportunity obligations specifically relating to any filings, investigation or other inquiry in connection with the Subsequent Transaction shall continue only until the Closing Date. (d) Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, Parent shall, and shall cause its Affiliates and Subsidiaries to, take any and all steps that are (i) necessary or (ii) identified or requested (whether formally or informally) by the FTC, the DOJ, or any Governmental Entity to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement or the Subsequent Transaction under any Antitrust Law or in connection with any Healthcare Regulatory Approval or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the End Date). Without limiting the generality of the foregoing, the Company and Parent shall, promptly and shall cause its Affiliates and Subsidiaries to, (i) propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license of any assets, properties, facilities, clinics, products, rights, services or businesses of Parent, Parent’s Subsidiaries, Parent’s Affiliates, or the Company or its Subsidiaries or any interest therein, or agree to any other structural or conduct remedy, (ii) otherwise take or commit to take any actions that would limit Parent’s, Parent’s Subsidiaries, Parent’s Affiliates, or the Company’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain or sell any assets, properties, facilities, clinics, products, rights, services or businesses of Parent, Parent’s Affiliates, or the Company or its Subsidiaries or any interest or interests therein, (iii) otherwise commit to take any actions that would limit Parent’s, Parent’s Subsidiaries, or Parent’s Affiliates (or, with respect to any period after the Closing Date, the Company’s or its Subsidiaries’) freedom of action with respect to, or its or their ability to acquire, any assets, properties, facilities, clinics, products, rights, services or businesses of any other entity or third party (other than the Company), including the Subsequent Transaction Buyer; and (iv) modify, restructure, amend, terminate, or revise, any agreement or arrangement entered into or proposed to be entered into by Parent or Parent’s Affiliates or to which Parent or Parent’s Affiliates are a party, including with respect to the Subsequent Transaction or any Financing, in connection with the transactions contemplated by this Agreement; provided, that the Parties shall not be obligated to take any action with respect to the Company the effectiveness of which is not conditioned on the Closing occurring. For the avoidance of doubt, Parent’s obligations under this Section 6.4(d) are an absolute commitment not subject to the best efforts applicable to the remainder of the obligations set forth in this Section 6.4. (e) If on the date that is ninety (90) days after the date of this Agreement, prepare the condition set forth in Section 7.1(c) has not been satisfied, Parent will terminate, or cause to be terminated, any agreement relating to the Subsequent Transaction (including the Subsequent Transaction Agreement) and file any other Prohibited Agreement (whether or not set forth on Section 4.6 of the notifications Parent Disclosure Schedule). (f) Parent shall not, and shall cause its Affiliates not to, without the prior written consent of the Company, which may be given or withheld in its sole discretion, acquire or agree to acquire, transfer or sell, by merging with or into or consolidating with, or by purchasing or selling a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire, sell or transfer any assets (including dialysis clinics), or take any other action (including with respect to the Subsequent Transaction), if the entering into or amendment or modification of a definitive agreement relating to, or the consummation of such transaction, or the taking of any other action, would reasonably be expected to (or in the case of the Subsequent Transaction, could reasonably be expected to) (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders or declarations of any Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated hereby; (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated hereby. For the avoidance of doubt, Parent and Merger Sub shall not (and shall cause their Subsidiaries and Affiliates not to) take or agree to take any action with respect to the Subsequent Transaction or any other arrangement with respect to Fresenius Medical Care Ventures, LLC (the “Subsequent Transaction Buyer”) or any of its Affiliates (individually or in conjunction with the Subsequent Transaction Buyer or any of its Affiliates) that would be reasonably likely to prevent or materially delay the Closing. (g) In no event shall the Company or any of its Subsidiaries be obligated to bear any cost or expense or pay any fee, except of its own legal and consulting fees, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby. For avoidance of doubt, Parent shall be responsible for the payment of (i) all filing fees under any Antitrust Laws and (ii) all filing and license fees in connection with the Healthcare Regulatory Approvals. (h) Notwithstanding anything in this Agreement (including this Section 6.4) to the contrary, Parent and the Company will undertake all communications with the FTC, the DOJ, or any Governmental Entity related to any filings under the HSR Act in connection with on the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from basis of the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each principles set forth on Section 6.4 of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingDisclosure Schedule.

Regulatory Approvals. The Company (a) Subject to the terms and Parent shall use all reasonable efforts to file, as soon as practicable after the date conditions of this Agreement, each of the Company and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under any Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental or Regulatory Authority or other third party all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining as promptly as practicable and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental or Regulatory Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, for avoidance of doubt, all Company Required Approvals and Purchaser Required Approvals. (b) Each of the Company and the Purchaser (i) shall consult and cooperate with the other Party in connection with the preparation of any of the filings and other documents required described in Section 4.9(a) prior to be filed their filing, (ii) shall furnish to the other Party such necessary information and reasonable assistance as the other Party may request in connection with its preparation of any such filing or other document, (iii) shall keep the other Party apprised of the status of any correspondence, filings and other communications with, and any inquiries or requests for additional information from, any Governmental Body with respect to the Merger or Regulatory Authority concerning this Agreement and the other transactions contemplated by this Agreement, and provide each other (or outside counsel, as appropriate) with copies of the foregoing to submit promptly the extent in writing, (iv) shall not independently participate in any additional information requested meeting, or engage in any substantive conversation, with any Governmental or Regulatory Authority concerning this Agreement or the transactions contemplated hereby without giving the other Party prior notice of the meeting or conversation and, unless prohibited by any such Governmental Body. Without limiting or Regulatory Authority, the generality opportunity to attend or participate, and (v) shall consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with the matters described in the foregoing. (c) In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make appropriate filings with the applicable Governmental or Regulatory Authority in respect of the Competition Approvals with respect to the transactions contemplated hereby as promptly as practicable and Parent shallto supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law and to use their commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods (if any) thereunder as soon as practicable. The Purchaser shall be responsible for all filing fees in respect of the Competition Approvals. (d) Notwithstanding anything to the contrary contained in this Agreement, promptly after each of the Purchaser and the Company hereby agrees and acknowledges that none of this Section 4.9 nor any “efforts” standard hereunder shall require, or be construed to require, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, the Company to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to adversely impact the Company’s or any of its Subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, prepare and file including the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement divestiture of any Legal Proceeding by assets or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingbusinesses.

Regulatory Approvals. The Company (a) Buyer and Parent shall Sellers will use all commercially reasonable efforts to file(i) make or cause to be made all filings, if any, required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as soon promptly as practicable and, in any event, within ten (10) Business Days after the date of this AgreementAgreement in the case of all filings required under the HSR Act and within two weeks in the case of all other filings required by other Antitrust Laws, all notices(ii) reasonably comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, reports documents or other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) reasonably cooperate with each other documents in connection with any such filing (but in no event shall either party be required to be filed provide copies of any documents to the non-filing parties) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body Authority under any Antitrust Laws with respect to any such filing or any such transaction. Each such Party will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Legal Requirement in connection with the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by except for any such Governmental Body. Without limiting information that is confidential, privileged, proprietary or is the generality subject of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related mattersrestrictions on disclosure. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) Party will promptly inform the other party parties of any oral communication with, and provide copies of written communications from, any Governmental Authority regarding any such filings or any such transaction, except for any such information that is confidential, privileged, proprietary or is the subject of any restrictions on disclosure. No Party hereto will independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties prior notice of the meeting and, to or from the Federal Trade Commissionextent permitted by such Governmental Authority, the Department of Justice or any other Governmental Body regarding opportunity to attend and/or participate. Subject to applicable Legal Requirement, the Merger. The Company and Parent Parties will use commercially reasonable efforts to consult and cooperate with one another, and will consider in good faith the views of one another, another in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted in connection with by or on behalf of any Legal Proceeding under or party relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Buyer, as the case may be). (b) Each of Buyer and Sellers will use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement 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 antitrust or fair foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Legal Requirements that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade law(collectively, the “Antitrust Laws”). In addition, except Each of Buyer and Sellers will use its commercially reasonable efforts to take such action as may be prohibited by any Governmental Body required to cause the expiration or by any Legal Requirement, in connection with any Legal Proceeding termination of the notice periods under or relating to the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement and in any other federal event prior to the Outside Date. (c) Notwithstanding anything herein to the contrary, in no event shall Buyer be required in order to obtain clearance under, or state antitrust to terminate any waiting period required by, any Antitrust Law or fair trade law to avoid the entry of, or to effect the dissolution of, any other similar Legal ProceedingAntitrust Order that would have the effect of preventing or delaying the Closing beyond the Outside Date, each to propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate Order or otherwise, the sale, divestiture or disposition of any assets or businesses of any Person, including the Assets, or otherwise offer to take or offer to commit to take any action that limits any Person’s freedom of action with respect to, or its ability to retain, any of the Company and Parent will permit authorized Representatives businesses or assets of any Person, including the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingAssets.

Regulatory Approvals. The Company (a) Each of Seller, on the one hand, and Parent Buyer, on the other hand, shall cooperate with one another and use all its commercially reasonable efforts to, and cause its respective Affiliates to fileuse their commercially reasonable efforts to, as soon as practicable after (i) prepare all necessary documentation (including furnishing all information required under the date of this Agreement, HSR Act) to effect promptly all notices, reports and other documents required to be filed necessary filings with any Governmental Body Authority and (ii) obtain all consents, waivers and approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement. Subject to Applicable Law and or any disclosures that would compromise privileged attorney-client communications, each of Seller, on the one hand, and Buyer, on the other hand, shall promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Neither Seller, on the one hand, nor Buyer, on the other hand, shall independently participate in any meeting or conference call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the Merger extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permissible under Applicable Law, each of Seller, on the one hand, and Xxxxx, on the other hand, will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act. (b) Without limiting the generality of the undertakings pursuant to this Section 7.8, each of Seller, on the one hand, and Buyer, on the other hand, shall provide or cause to be provided as promptly as practicable to any Governmental Authority information and documents requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including filing any notification and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company report form and Parent shall, promptly after the date of this Agreement, prepare and file the notifications related material required under the HSR Act as promptly as practicable, but in connection with no event later than ten (10) Business Days after the Merger. The Company date hereof, and, to the extent available, requesting early termination of the applicable waiting period under the HSR Act, and Parent shall thereafter to respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice request for additional information or documentation documentary material that may be made under the HSR Act. Buyer shall be responsible for all filing fees under the HSR Act. (c) In the event any claim, action, suit, investigation or other Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Transactions contemplated hereby or seeks damages in connection therewith, Seller and Buyer agree to cooperate and use their commercially reasonable 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. (d) Notwithstanding the foregoing, nothing in this Section 7.8 shall require, or be construed to require, Seller, Buyer or any of their respective Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Conversion Dates, any assets, businesses or interests of Seller, Buyer or any of their respective Affiliates, including the Acquired Assets; (ii) any inquiries conditions relating to, or requests received from any state attorney general changes or other Governmental Body in connection with antitrust or related matters. Each of restrictions in, the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status operations of any such Legal Proceedingassets, and businesses or interests; or (3iii) promptly inform the other party of any communication to modification or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each waiver of the Company terms and Parent will permit authorized Representatives conditions of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingthis Agreement.

Regulatory Approvals. (a) The Company Parties will (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby reasonably promptly following the date hereof, provided, however, that in no event shall the Parties make or cause to be made any filings under the HSR Act or other Antitrust Laws prior to January 4, 2016, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the Federal Trade Commission (“FTC”), the United States Department of Justice Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and Parent shall use (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing 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 Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such Party will use its reasonable best efforts to filefurnish 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 by this Agreement. Each such Party will promptly inform the other Parties of any substantive oral communication with, and provide copies of substantive written communications with, any Governmental Body regarding any such filings or any such transaction. No Party will independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each Party will each use its reasonable best efforts to resolve such objections, if any, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to may be filed with asserted by any Governmental Body with respect to the Merger transactions contemplated by this Agreement under the Antitrust Laws. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, each Party will cooperate and use its reasonable best efforts to contest and resist any such Legal Proceeding, which shall include efforts to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. The Buyer, in its sole discretion, may determine whether to pursue any available avenues of administrative and judicial appeal and Seller shall cooperate with Buyer and use its reasonable best efforts to support Buyer in pursuing any such efforts. Each Party will use its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement and in any event prior to the Outside Date. (c) Notwithstanding anything to the contrary in this Agreement including Section 5.4, in no event shall Buyer by required in connection with obtaining the waiver or consent from any Governmental Body required to satisfy any condition set forth in Section 6.1 or Section 6.2, as applicable, obtaining consents, approvals, authorizations, qualifications or orders of Governmental Bodies or avoiding the entry of or having lifted, vacated or terminated any Closing Legal Impediment, to (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, and in connection with the consummation of the transactions contemplated by this Agreement, the sale, divestiture or disposition (including by licensing any Intellectual Property) of Purchased Assets and/or any other assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses), (ii) terminate or modify any existing relationships and contractual rights and obligations, (iii) establish or create any relationships and contractual rights and obligations of the Buyer, its Affiliates or the Purchased Assets, or (iv) otherwise offer to submit promptly take or offer to commit to take any additional information requested action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its freedom of action with respect to, or its ability to retain, any of the Purchased Assets and/or any other assets or businesses of Buyer or any of its Affiliates (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses). (d) Buyer and its Affiliates (including Buyer Parent) shall refrain from acquiring any business or otherwise entering into any transaction outside the ordinary course of business, to the extent such Governmental Bodyacquisition or transaction would be reasonably likely to impair, delay or frustrate any Party’s ability to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, this Section 5.4(d) shall not restrict the Company and Parent shallBuyer’s or its Affiliates’ ability to acquire assets or businesses not involved in the manufacturing of LVL, promptly after the date of this AgreementI-beams, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general dimension lumber or other Governmental Body in connection with antitrust products competitive therewith, if such actions will not materially impair, delay or related matters. Each of frustrate any Party’s ability to consummate the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as (a) As soon as practicable and in no event later than thirty (30) calendar days after the date of this Agreement, all noticesand assuming the full and timely cooperation and assistance of Seller, reports Purchaser shall prepare and other documents file any applications, notices and filing required in order to obtain the Regulatory Approvals. Purchaser, with the reasonable cooperation of Seller, shall use reasonable best efforts to obtain each such approval as promptly as reasonably practicable, except that Purchaser need not take any action that would give rise to Purchaser’s right to terminate this Agreement pursuant to Section 10.1(f). Purchaser shall not, and shall cause its Affiliates not to, knowingly take any action that would be expected to have the effect of denying or materially delaying or conditioning such approval. Seller will cooperate in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to be obtain the Regulatory Approvals). Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than material filed with in connection therewith under a claim of confidentiality. If any Governmental Body with respect Regulatory Authority shall require the modification of any of the terms and provisions of this Agreement as a condition to granting any Regulatory Approval, the parties will negotiate in good faith to seek a mutually agreeable amendment to the Merger and terms of the P&A Transaction, such agreement not to be unreasonably withheld, conditioned or delayed. (b) The parties shall promptly advise each other upon receiving any communication from any Regulatory Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement, and Agreement that causes such party to submit promptly any additional information requested by any such Governmental Body. Without limiting believe that there is a reasonable likelihood that the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Regulatory Approvals or any of other consent or approval required hereunder will not be obtained or that the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status receipt of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent approval will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingmaterially delayed.

Regulatory Approvals. The (a) Parent and where applicable the Company shall (i) make or cause to be made the registrations, declarations and Parent shall use all reasonable efforts filings required of such party under the HSR Act and any other Antitrust Law listed in Schedule 7.4 (“Antitrust Filings”) with respect to file, the transactions contemplated by this Agreement as soon promptly as reasonably practicable and advisable after the date of this Agreement (but in no event later than five (5) Business Days from the execution of this Agreement), all noticesand any filing fees associated therewith shall be paid by Parent and such initial filings from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act, reports and other documents required (ii) agree not to be filed extend any waiting period under the HSR Act or enter into any agreement with any Governmental Body with respect not to consummate the Merger and the other transactions transaction contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting except with the generality prior written consent of the foregoingother party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the Company and Parent shall, other party as promptly after as reasonably practicable all information required for any application or other filing to be made by the date of this Agreement, prepare and file the notifications required under the HSR Act other party pursuant to any applicable Law in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2iv) keep the other party informed respond as promptly as reasonably practicable to the status of any such Legal Proceedinginquiries 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 (3the “DOJ”), the Federal Trade Commission (“FTC”), or by any other Governmental Body in respect of such Antitrust Filings, this Agreement, or the transactions contemplated hereby, (v) promptly inform notify the other party of any material communication to or from between that party and the Federal Trade CommissionFTC, the Department of Justice DOJ, or any other Governmental Body regarding in respect of any Antitrust Filings or investigation, inquiry or other Proceeding relating to this Agreement, the Merger. The Company transactions contemplated hereby and Parent will consult of any material communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, (vi) subject to applicable Law, discuss with and cooperate with one anotherpermit the other party (and its counsel) to review in advance, and will consider in good faith the views of one anotherother party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, or any other Governmental Body or, in connection with any analysisProceeding by a private party to any other Person, appearancerelating to any Antitrust Filing or investigation, presentationinquiry or other Proceeding relating to this Agreement, memorandumor the transactions contemplated hereby, brief(vii) not participate or agree to participate in any substantive meeting, argumenttelephone call or discussion with the FTC, opinion the DOJ, or proposal made any other Governmental Body in respect of any Antitrust Filing, investigation or submitted inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the transactions contemplated hereby and (ix) act in good faith and reasonably cooperate with the other party in connection with any Legal Proceeding Antitrust Filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Body under or relating to the HSR Act or any other federal Antitrust Law with respect to any such Antitrust Filing, this Agreement or state antitrust the transactions contemplated hereby. (b) In furtherance and not in limitation of the foregoing, Parent shall take any and all steps necessary to (i) resolve, avoid or fair trade laweliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any Antitrust Law or (ii) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby, so as to enable the parties hereto to close the transactions contemplated hereby expeditiously. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license, or otherwise take or commit to take actions that after the Closing Date would limit Parent’s freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, product lines, or services of Parent, the Company, and Parent’s Subsidiaries or any interest or interests therein. In addition, except as may be prohibited Parent shall defend through litigation on the merits any claim asserted in court by any Governmental Body in order to avoid entry of, or by to have vacated, lifted, reversed, overturned or terminated, any Legal Requirementdecree, in connection with any Legal Proceeding under order or relating judgment (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing prior to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each consummation of the Company transactions contemplated hereby, including by pursuing all available avenues of administrative and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding judicial appeal and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingall available legislative action.

Regulatory Approvals. (a) Subject to applicable Law, the Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 4.3. The Company and Parent shall use all reasonable efforts to file, as soon as practicable Parties will provide each other with copies of any substantive written or electronic communication received from Governmental Entities on or after the date hereof with respect to all applications, filings or other processes in connection with the transactions contemplated by this Agreement (with any competitively and/or commercially sensitive information being permitted to be redacted) and provide the other Parties the opportunity to review and comment on drafts of any substantive notification, filing, application or submission (with any competitively and/or commercially sensitive information being permitted to be redacted) in connection with the transactions contemplated by this Agreement, all notices, reports and other documents required to be filed with any such comments being given reasonable consideration. (b) If any objections are asserted by any Governmental Body Entity under any applicable Law with respect to the Merger and transactions contemplated by this Agreement, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the other transactions contemplated by this Agreement as not in compliance with any Law, the Parties shall use commercially reasonable efforts consistent with the terms of this Agreement to resolve or avoid such proceeding so as to allow Closing to occur on or prior to the Outside Date. Each Party shall use commercially reasonable efforts to respond promptly to any request or notice from any Governmental Entity requiring that Party to supply additional information that is relevant to the review of the transactions contemplated by this Agreement, and each Party shall cooperate with the other Party and shall furnish to submit promptly any additional the other Party such information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act assistance as a Party may reasonably request in connection with preparing any submission or responding to such request or notice from a Governmental Entity. (c) Each Party shall keep the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each Party reasonably informed on a timely basis of the Company and Parent status of discussions with any Governmental Entity and, for greater certainty, unless participation by a Party is prohibited by applicable Law or by such Governmental Entity, no Party shall participate in any substantive meeting (1whether in person, by telephone or otherwise) give the other party prompt notice with a Governmental Entity in respect of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep Agreement unless it advises the other party informed as Party in advance and gives such other Party an opportunity to the status of any such Legal Proceedingattend; provided, and (3) promptly inform however, that this obligation shall not extend where competitively sensitive information may be discussed or communicated, in which case the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may Party’s external legal counsel shall be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection provided with any such Legal Proceedingcommunications or information on an external counsel-only basis and, unless participation by a Party is prohibited by applicable Law or by such Governmental Entity, shall have the right to participate in any such meetings on an external counsel-only basis.

Regulatory Approvals. The Company Without prejudice to the provisions set forth in Clauses 5.7 and Parent 5.8 above, in the event of a final decision issued by XXXX and/or BACEN not approving the Operation in connection with this Agreement, the provisions set forth in Clause 11.2(ii) shall use all reasonable efforts be adopted; however, provided that, in the event XXXX and/or BACEN has bound the approval of the Operation to filethe compliance with or performance of, as soon as practicable after however the date case may be, measures (in terms of structure or behavior), obligations or commitments that are not deemed Material Changes, the Parties and/or the Intervening Consenting Parties or the other signatories of this Agreement, all noticeshowever the case may be, reports as deemed responsible for the performance of such measures, obligations or commitments, shall implement them under the terms and other documents required to be filed with any conditions established by the Governmental Body with respect Authority, for the purposes of obtaining of the regulatory approvals, not subject to the Merger termination of the Agreement or any other adjustment to the Closing Acquisition Price. In the event the decision issued by XXXX and/or BACEN has bound the approval of the Operation to the performance of or compliance with, however the case may be, the conditions deemed Material Changes, the Easynvest Shareholders, holding more than sixty-five percent (65%) of the Easynvest Shares on the Signature Date and the other transactions contemplated Investor shall, in good faith, discuss the possible performance of such measures, obligations or commitments, by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting undertaking the generality best efforts focused on the completion of the foregoingOperation, the Company and Parent shalltaking into consideration, promptly however, if an agreement is not achieved after the date undertaking of this Agreementreasonably commercial efforts, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by Parties may terminate this AgreementAgreement under the terms set forth in Clause 11.2(ii) below. Under any circumstance, (2) keep in the other party informed as event the Party subject to the status performance of any such Legal Proceedingconditions (or is directly or indirectly impacted by the performance of such conditions) has elected, and (3) promptly inform at the other party of any communication Party’s exclusive discretion, to or from accept the Federal Trade Commissionconditions imposed by XXXX and/or BACEN, however the case may be, so that the Operation is approved by the respective body, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider provisions set forth in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingClause 11.2(ii) below are not applicable.

Regulatory Approvals. The Company and Parent (a) Each party shall use all reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications notification and report forms required to be filed under the HSR Act and any notification or other document required to be filed under any applicable foreign antitrust or competition-related Legal Requirement in the jurisdictions set forth on Section 6.1(d) of the Disclosure Schedule (including a Form CO with the European Commission based on Council Regulation 139/2004) in connection with with, the MergerMerger and the other Contemplated Transactions. The Company and Parent shall respond as promptly as practicable to to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation documentation; and (ii) any inquiries or requests received from any state attorney general general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters. At the request of Parent, the Company shall divest, sell, dispose of, hold separate or take any other action with respect to any of the businesses, product lines or assets of the Acquired Companies, provided that any such action is conditioned upon the consummation of the Merger. (b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.3(a) (disclosure of which may be restricted to outside counsel). To the extent permitted by applicable Legal Requirements, each of Parent and the Company shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any applicable foreign antitrust or competition-related Legal Requirement. Parent and the Company shall cooperate fully with each other in connection with the making of all such filings or responses. (c) Each of Parent and the Company and Parent shall (1) give notify the other party prompt notice promptly upon the receipt of: (i) any communication from any official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) knowledge of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions (2) and shall keep the other party informed as to the status of any such Legal Proceeding, Proceeding or threat); and (3iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.3(a), Parent or the Company, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other party of any communication to or from the Federal Trade Commission, occurrence of such event and cooperate in filing with the Department of Justice or any other applicable Governmental Body regarding such amendment or supplement. (d) Parent and the MergerCompany shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. The Company Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and Parent will consult give all notices (if any) required to be made and cooperate with one another, and will consider in good faith the views of one another, given by such party in connection with the Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any analysisapplicable Legal Requirement or Contract, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted otherwise) by such party in connection with the Contemplated Transactions, including taking all reasonable actions and doing all things reasonably necessary to (A) resolve any objections, if any, as any Governmental Body may assert under any applicable antitrust or competition-related Legal Proceeding Requirement with respect to the Contemplated Transactions; and (B) avoid or eliminate each and every impediment under or relating to the HSR Act or any other federal or state applicable foreign antitrust or fair trade law. In additioncompetition-related Legal Requirement that may be asserted by any applicable Governmental Body or Persons with respect to the Contemplated Transactions so as to enable the Contemplated Transactions to be consummated as soon as possible after the date of this Agreement, except including for purposes of the preceding clauses “(A)” and “(B),” such reasonable undertakings and commitments as may be prohibited reasonably requested by any applicable Governmental Body in sufficient time to allow the conditions to this Agreement to be satisfied on or before the Outside Date. The parties shall consult with each other with respect to all of the matters contemplated in clauses “(i)” and “(ii)” of the preceding sentence, and each party will keep the others apprised of the status of matters relating to completion of the Contemplated Transactions. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall require Parent or any of its Subsidiaries to, and, except with the prior written consent of Parent, the Company shall not take any action to, and shall not allow any of the Acquired Companies to, consent or proffer to divest or hold separate any business or assets of Parent, the Company or any of their respective Subsidiaries. (e) In furtherance and not in limitation of the foregoing, Parent shall contest and litigate and defend against any Legal Proceeding brought by or pending before any Governmental Body and promptly and expeditiously appeal any order, writ, injunction, judgment or by decree in any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, (i) challenging or seeking to make illegal, delaying materially or otherwise directly or indirectly restraining or prohibiting the consummation of the Contemplated Transactions; (ii) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective affiliates of all or any portion of the business or assets of Parent or the Company or any of their respective Subsidiaries or to require any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets of Parent or any of its Subsidiaries or of any of the Acquired Companies, in each case as a result of, or in connection with, the Contemplated Transactions; (iii) seeking, directly or indirectly, to impose or confirm limitations on the ability of Parent or any of its affiliates to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock or any shares of capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Company and or the Surviving Corporation, respectively; (iv) seeking to require divestiture by Parent will permit authorized Representatives or any of its Subsidiaries or of any of the other party Acquired Companies of any shares of Company Common Stock or any business or assets of Parent or its Subsidiaries or any of the Acquired Companies; or (v) that would reasonably be expected to impede, interfere with, prevent or materially delay the Contemplated Transactions or that would reasonably be present at each meeting expected to dilute materially the benefits to Parent of the Contemplated Transactions, except so far as any of the prohibitions, limitations, conditions or conference relating requirements referred to in this Section 5.3(e) are covered by any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal commitments made or submitted to any Governmental Body in connection with order to satisfy the conditions set forth in this Agreement. (f) Parent shall not, and shall not permit any of its Subsidiaries to, enter into or publicly announce an agreement to form a joint venture or acquire any assets, businesses or companies if Parent believes that any such Legal Proceedingagreements, individually or in the aggregate, would cause any of the conditions set forth in Section 6.1(b), Section 6.1(c), Section 6.1(d) and Section 6.2(e) to fail to be satisfied prior to the Outside Date.

Regulatory Approvals. The (a) Parent and the Company shall (i) as promptly as practicable after the date of this Agreement (but in any event no later than January 8, 2014), make or cause to be made any filings required of each of them or any of their respective Affiliates, in each case under the HSR Act or other Competition Laws with respect to the Transactions, and (ii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Body under any applicable Laws with respect to any such filing or any such transaction. Parent and the Company shall apply for “early termination” of the waiting period or comparable period under the HSR Act with respect to the Transactions. Parent shall be responsible for all filing fees under the HSR Act and under such other Competition Laws applicable to Parent. Each such party shall promptly inform the other party hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Competition Laws. (b) Parent shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire 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 acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Body entering an order prohibiting the consummation of the Transactions or (iii) delay the consummation of the Transactions. (c) Parent shall use all reasonable best efforts to filetake such action as may be required to cause the expiration of the notice periods under the HSR Act or other Competition Laws, with respect to the Transactions, as soon promptly as practicable after the date of this Agreement. Parent shall use its best efforts to resolve objections, all noticesif any, reports and other documents required to be filed with asserted by any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed Agreement so as to enable the status Transactions to be completed by the Termination Date, including by selling, divesting or otherwise disposing of or holding separate any assets, business or voting securities (or proffering or agreeing to take such Legal Proceeding, and (3actions) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirementnecessary to resolve such objections, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingif any.

Regulatory Approvals. The (a) Each of Newco, Purchaser, REG and the Company and Parent shall use all their respective commercially reasonable efforts to file(i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as soon appropriate, as practicable promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this AgreementAgreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all noticessuch documents to the non-filing parties prior to filing and considering all reasonable additions, reports deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be filed made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Body Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Merger transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Newco and the Company decide that litigation is not in their respective best interests. Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to submit promptly any additional information requested by any take such Governmental Body. Without limiting action as may be required to cause the generality expiration of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Newco, Purchaser or the Company nor any of their respective Affiliates shall be required, in connection with the Merger. The Company and Parent shall respond as promptly as practicable to matters covered by this Section 6.4, (i) to pay any inquiries or requests received from amounts (other than the Federal Trade Commission or the Department payment of Justice for additional information or documentation filing fees and expenses and fees of counsel), (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any inquiries of its or requests received from any state attorney general its Affiliates’ businesses, product lines or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger assets, or any of the other transactions contemplated by this AgreementPurchased Assets, (2iv) keep to agree to any limitation on the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to operation or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each conduct of the Company and Parent will permit authorized Representatives Business, or (v) to waive any of the other party conditions to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted this Agreement set forth in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingSection 8.1.

Regulatory Approvals. The Company (1) As soon as reasonably practicable after the date hereof each Party, or where appropriate, the Parties jointly, shall make all notifications, filings, applications and Parent submissions with Governmental Entities required or advisable in connection with the Regulatory Approvals, including the Exchange Approvals, and shall use all its commercially reasonable efforts to fileobtain as soon as reasonably practicable and maintain the Regulatory Approvals, including the Exchange Approvals. (2) The Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals, including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the opinion of a Party, acting reasonably, advisable, in connection with obtaining the Regulatory Approvals and use their commercially reasonable efforts to ensure that such information does not contain a misrepresentation; provided, however, that nothing in this provision shall require a Party to provide information that is not in its possession or not otherwise reasonably available to it. (3) The Parties shall (i) cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals and shall promptly notify each other of any material communication from any Governmental Entity in respect of the Arrangement or this Agreement, (ii) respond, as soon as practicable after the date of this Agreementreasonably practicable, all noticesto any reasonable requests for information from a Governmental Entity in connection with obtaining a Regulatory Approval, reports and other documents required (iii) not make any submissions or filings to be filed with any Governmental Body with respect Entity related to the Merger and the other transactions contemplated by this Agreement, and to submit promptly or participate in any additional information requested by meetings or any such material conversations with any Governmental Body. Without limiting the generality Entity in respect of the foregoingany filings, the Company and Parent shallsubmissions, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any investigations or other inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or matters related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep unless it consults with the other party informed as Party in advance and, to the status extent not precluded by such Governmental Entity, gives the other Party a reasonable opportunity to review drafts of any submissions or filings (and will give due consideration to any comments received from such Legal Proceedingother Party) and to attend and participate in any communications. Despite the foregoing, and (3) promptly inform submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other party Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts and final submissions, filings or other written communications with any communication to or from Governmental Entity on the Federal Trade Commission, basis that the Department of Justice or any other Governmental Body regarding the Merger. The Company redacted information will not be shared with its clients. (4) Engine Gaming and Parent GameSquare will consult and cooperate with one anothernot, and will consider in good faith not permit any of their respective Subsidiaries to, acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the views assets of one anotheror equity in, in connection with or by any analysisother manner, appearanceany Person, presentationor otherwise acquire or agree to acquire any assets or equity, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or if the entering into of an agreement relating to or the HSR Act consummation of such acquisition, merger or consolidation would at the time of entry into such agreement, reasonably be expected to (i) materially increase the likelihood of any other federal Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated by this Agreement or state antitrust (ii) prevent, materially impede or fair trade law. In additionmaterially delay the receipt of the Exchange Approvals. (5) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, except as may be prohibited or if any proceeding is instituted or threatened by any Governmental Body Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law or as not satisfying any Legal Requirementapplicable legal text under a Law necessary to obtain the Regulatory Approvals, in connection the Parties shall use their commercially reasonable efforts consistent with any Legal Proceeding under the terms of this Agreement to resolve such objection or relating proceeding, as the case may be, so as to allow the Effective Time to occur on or prior to the HSR Act Outside Date. (6) Notwithstanding anything to the contrary in this Agreement, no Party is permitted or required to divest or to offer to divest any other federal of their assets or state antitrust properties or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating agree to any such Legal Proceeding behavioural remedy, undertaking, commitment, or restriction on the operations of Engine Gaming or GameSquare in order to secure any Regulatory Approval except with the express consent of both Engine Gaming and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingGameSquare.

Regulatory Approvals. The Company (a) Seller shall cooperate with Purchaser and Parent shall use all reasonable its best efforts to filepromptly prepare and file all necessary documentation; to effect all applications, notices, petitions and filings; and to obtain as soon promptly as practicable after all permits, consents, approvals, waivers and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly . (b) Within 45 days after the date execution of this Agreement, prepare Seller shall file with the appropriate governmental entities all the applications for the requisite Regulatory Approvals relating to Seller and file the notifications for all other consents, permits and authorizations which Seller is required under the HSR Act to obtain in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each consummation of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement. (c) Subject to the applicable laws relating to the exchange of information, Seller and Purchaser shall consult with each other on all information in connection with obtaining all permits, consents, approvals and authorizations from all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. (2d) Seller and Purchaser will keep the other party informed as to apprised of the status of all applications and filings. (e) Except for any such Legal Proceedingconfidential portions thereof, the party responsible for making and filing shall promptly (i) provide a copy of the filing, and (3) promptly inform any supplement, amendment or item of additional information in connection with the filing, to the other party and (ii) deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by it in respect of any such filing from any governmental entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement. (f) Purchaser and Seller shall promptly advise each other of any communication to or received from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other a governmental entity which causes such party to believe that there is reasonable likelihood that a requisite Regulatory Approval will not be present at each meeting obtained or conference relating to any that the receipt of such Legal Proceeding and to have access to and approval will be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingmaterially delayed.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as soon As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all noticesinformation requested of it by the U.S. Federal Trade Commission, reports U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other documents required and such Governmental Entities. Each Party will promptly furnish to be filed the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Body Entity, on the other hand, with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental BodyTransactions. Without limiting the generality of the foregoing, Parent and the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to : (i) promptly inform the other of any inquiries communication to or requests received from the U.S. Federal Trade Commission or Commission, the U.S. Department of Justice for additional information or documentation and any other Governmental Entity regarding the Transactions; (ii) permit each other to review in advance any inquiries or requests received from proposed substantive written communication to any state attorney general or other such Governmental Body in connection with antitrust or related matters. Each of the Company Entity and Parent shall incorporate reasonable comments thereto; (1iii) give the other party prompt written notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to such transactions; (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger or any of Transactions unless, to the extent reasonably practicable, it consults with the other transactions contemplated Party in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other Party the opportunity to attend; (2v) keep the other party reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and (3) promptly inform any such Governmental Entity, on the other party hand, in each case, with respect to this Agreement and the Transactions. Each of the Company Transaction Costs and Parent Transaction Costs shall include fifty percent (50%) of any communication filing fees required by Governmental Entities, including with respect to or from the Federal Trade Commissionany registrations, the Department of Justice or any other Governmental Body regarding the Merger. The Company declarations and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, filings required in connection with any analysisthe execution and delivery of this Agreement, appearancethe performance of the obligations hereunder and the consummation of the Transactions, presentation, memorandum, brief, argument, opinion or proposal made or submitted including filing fees in connection with any Legal Proceeding filings under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingAct.

Regulatory Approvals. The Company (a) Subject to the terms and Parent shall conditions herein, each party hereto agrees to use all its reasonable best efforts to filetake, or cause to be taken, all action, and to do, or cause to be done as soon promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable after the date of this AgreementTransaction. Subject to appropriate confidentiality protections, all notices, reports and other documents required to be filed with any Governmental Body with respect each party hereto shall furnish to the Merger other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the other foregoing. (b) Each of the parties shall cooperate with one another in good faith and use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act) to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity relating to the Transaction or any of the matters described in this Section 6.3. 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. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to submit promptly any additional information requested the extent permitted by any such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Competition Laws. In furtherance and without limiting in any way the generality of the foregoing, the Company agrees to (i) as promptly as reasonably practicably update and amend its FDD to comply with all applicable Laws (including adding a disclosure disclosing, among other things, this Agreement and the transactions contemplated hereby) and (ii) cooperate with Buyer in connection with (x) such updates and amendments, including taking into consideration and including Buyer’s reasonable comments with respect thereto and (y) any required updates to Buyer’s franchise disclosure documents. (c) Without limiting the generality of the undertakings pursuant to this Section 6.3, the parties hereto shall provide or cause to be provided as promptly as practicable to any Governmental Antitrust Entity information and documents requested or required to be submitted by any Governmental Antitrust Entity, including filing any notification and report form and related material required under the HSR Act or any other applicable Competition Law as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof for filings required under the HSR Act (which shall include a request for early termination of the applicable waiting period under the HSR Act), and thereafter to respond promptly to any request for additional information or documentary material that may be made and use reasonable best efforts to obtain early termination of the waiting period under the HSR Act. Fees associated with filings required by the HSR Act shall be borne by Buyer. (d) Further, each of the parties hereto shall use reasonable best efforts to take any and all actions necessary to resolve such objections, if any, as may be asserted by any Governmental Antitrust Entity with respect to the Transaction under any Competition Law, including for the avoidance of doubt, contesting or resisting (including through any applicable appeals process) any Legal Proceeding which may be instituted challenging the Transaction and seeking to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction. Buyer and the Company shall use reasonable best efforts to take any and all actions necessary as may be required to cause the expiration of the notice periods under the HSR Act or other Competition Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of Buyer and the Company agrees to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any Governmental Antitrust Entity, so as to enable the parties to close the Transaction as expeditiously as possible. Without limiting the generality of the foregoing, the Company Buyer shall use reasonable best efforts to: (i) at Buyer’s sole cost, comply with all restrictions and Parent shallconditions, promptly after the date of this Agreementif any, prepare and file the notifications required under the HSR Act (A) imposed or requested by any Governmental Antitrust Entity with respect to Competition Laws in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) granting any inquiries necessary clearance or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) terminating any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall applicable waiting period including (1) give agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer or the other Company contemporaneously with or after the Closing and regardless as to whether a third party prompt notice of the commencement of any Legal Proceeding by Buyer has been identified or before any Governmental Body with respect approved prior to the Merger or any of the other transactions contemplated by this AgreementClosing (a “Divestiture”), (2) keep taking or committing to take such other actions that may limit Buyer or the other party informed as Company’s freedom of action with respect to, or its ability to the status retain, one or more of any such Legal Proceedingits operations, divisions, businesses, products lines, customers or assets, and (3) promptly inform entering into any Order, consent decree or other agreement to effectuate any of the other foregoing or (B) reasonably requested by a third party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with a Divestiture; (ii) terminate any analysis, appearance, presentation, memorandum, brief, argument, opinion Contract to which Buyer is party or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except business relationship as may be prohibited by required to obtain any necessary clearance of any Governmental Body Antitrust Entity or to obtain termination of any applicable waiting period under any Competition Laws; and (iii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Entity without the prior written consent of the Company. (e) Notwithstanding the foregoing Section 6.3(d) or anything else herein to the contrary, the parties hereto understand and agree that in no event shall Buyer be obligated to take or refrain from taking, or cause its Affiliates or Subsidiaries to take or refrain from taking, any action under Section 6.3(d) or suffer to exist any condition, qualification, limitation, restriction or requirement that, individually or in the aggregate with any other actions under this Section 6.3(e), qualifications, conditions, limitations, restrictions or requirements, would be expected to result in a Burdensome Condition. (f) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any Legal Requirementother manner, in connection with any Legal Proceeding under or relating to the HSR Act business or any corporation, partnership, association or other federal business organization or state antitrust division thereof, or fair trade law otherwise acquire or agree to acquire any other similar Legal Proceedingassets, each if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) materially increase the risk of not obtaining any consent of any Governmental Antitrust Entity necessary to consummate the transactions contemplated hereby; (ii) materially increase the risk of any Governmental Antitrust Entity entering an Order prohibiting the consummation of the Company and Parent will permit authorized Representatives Transaction; or (iii) materially increase the risk of the other party not being able to be present at each meeting or conference relating to remove any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion Order on appeal or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingotherwise.

Regulatory Approvals. (a) The Company and Parent shall each agree to use all reasonable its best efforts to filetake, or cause to be taken, all appropriate action, and do, or cause to be done, all things as may be necessary under federal or state securities laws or the HSR Act or Foreign Merger Laws applicable to or necessary for, and will file as soon as reasonably practicable after and, if appropriate, use its best efforts to have declared effective or approved all documents and notifications with the date of this Agreement, all notices, reports SEC and other documents required to governmental or regulatory bodies (including, without limitation, the FDA and equivalent foreign regulatory bodies, and other foreign regulatory bodies that administer Foreign Merger Laws, and any foreign labor councils or bodies as may be filed with any Governmental Body with respect to required) that they deem necessary or appropriate for, the consummation of the Merger and the transactions contemplated hereby, and each party shall give the other information reasonably requested by such other party pertaining to it and its subsidiaries and affiliates to enable such other party to take such actions. (b) Although the parties do not anticipate any legislative, administrative or judicial objection to the consummation of the Merger or any of the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary agrees to use its best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing available avenues of administrative and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related mattersjudicial appeal. Each of the Company Company, Parent and Parent shall (1) give the other party prompt notice of the commencement of Merger Subsidiary also agrees to use its best efforts to take any Legal Proceeding and all actions necessary to avoid or eliminate each and every impediment under any antitrust law that may be asserted by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice governmental antitrust authority or any other Governmental Body regarding party so as to enable the Mergerparties to close by the date specified in Section 7.1(b) the transactions contemplated hereby, including without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of such assets or businesses 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 order in any suit or proceeding, which would otherwise have the effect of preventing the consummation by the date specified in Section 7.1(b) of all or any material part of the transactions contemplated hereby. The Company and Parent will consult and cooperate with one another, and will consider in good faith Notwithstanding the views of one anotherforegoing or anything herein to the contrary, in connection with no event shall Parent be required under this Section 5.10 to make arrangements for or to effect the sale, cessation, or other disposition of product lines or businesses or take any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating action materially adverse to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingParent.

Regulatory Approvals. The Subject to the terms of this Section 6.4(b) and Section 6.4(d), the Company and Parent shall cooperate with each other and use all (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to file, (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as soon as practicable after required by the HSR Act promptly following the date of this Agreement; and (y) file comparable pre-merger or post-merger notification filings, all notices, reports forms and other documents required to be filed submissions with any Governmental Body with respect to Authority that are required by other applicable Antitrust Laws or Foreign Investment Laws or that are, in the Merger and the other transactions contemplated by this Agreementreasonable judgment of Parent, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act advisable in connection with the Merger. The Each of the Company and Parent Parent, as applicable, shall respond as promptly as practicable to (and shall cause their respective Subsidiaries to): (i) any inquiries or requests received from cooperate and coordinate with the Federal Trade Commission or other in the Department making of Justice for additional information or documentation and the filings referenced in this Section 6.4(b); (ii) use its respective reasonable best efforts to supply the other with any inquiries information that may be required in order to make such filings; (iii) use its respective reasonable best efforts to supply any additional information that reasonably may be required or requests received from requested by the FTC, the DOJ or the Governmental Authorities of any state attorney general other applicable jurisdiction in which any such filing is made; (iv) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable, and in any event prior to the Outside Date; (v) contest, defend and appeal any legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger; and (vi) prior to independently participating in any meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such filings or any investigations or other inquiries relating thereto, to the extent reasonably practicable, provide notice to the other party of such meeting or conversation and, unless prohibited by such Governmental Body Authority, the opportunity to attend or participate. Parent shall, after good faith consultation with the Company and after considering, in good faith, the Company’s views and comments, control and lead all communications, negotiations, timing decisions, and strategy on behalf of the parties relating to any approval under the Antitrust Laws or Foreign Investment Laws and any litigation matters pertaining to the Antitrust Laws or Foreign Investment Laws applicable to the Merger, and the Company shall take all reasonable actions to support Parent in connection with antitrust or related matterstherewith. Each of the Company and Parent shall (1) give will permit the other party prompt notice of the commencement of and its Representatives to review in advance any Legal Proceeding written communication proposed to be made by or before such party to any Governmental Body with respect to Authority regarding the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, the other party and promptly inform the other party of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If any analysis, appearance, presentation, memorandum, brief, argument, opinion party or proposal made Affiliate thereof receives a request for additional information or submitted in connection documentary material from any Governmental Authority with any Legal Proceeding under or relating respect to the Merger pursuant to the HSR Act or any other federal Antitrust Laws or state antitrust Foreign Investment Laws applicable to the Merger, then such party will use reasonable best efforts to make (or fair trade lawcause to be made), as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. In additionParent shall not (i) withdraw, except as may be prohibited by or offer or commit to withdraw, any filing or notification described in Section 6.4(b)(x) or (y) or (ii) commit to or agree with any Governmental Body Authority to stay, toll or by extend any Legal Requirement, in connection with any Legal Proceeding applicable waiting period under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceedingnot consummate the transactions contemplated by the Agreement, in each case, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed). Each party will bear its own costs of preparing its own pre-merger notifications and similar filings and notices in other jurisdictions and related expenses incurred to make or obtain any approval, clearance or notice under any applicable Antitrust Law (including under the HSR Act), Foreign Investment Law or other applicable Law. Parent will permit authorized Representatives be responsible for payment of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection applicable filing fees associated with any such Legal ProceedingAntitrust Laws or Foreign Investment Laws.

Regulatory Approvals. The Company Each Party will promptly provide the other with copies of all substantive written communications (and Parent shall use memoranda setting forth the substance of all reasonable efforts to filesubstantive oral communications) between each of them, as soon as practicable after any of their Affiliates and their respective agents, representatives and advisors, on the date of this Agreementone hand, all notices, reports and other documents required to be filed with any Governmental Body Entity, on the other hand, with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental BodyTransactions as appropriate. Without limiting the generality of the foregoing, PubCo, SPAC and the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to : (i) promptly inform the others of any inquiries substantive communication to or requests received from any Governmental Entity regarding the Federal Trade Commission or the Department of Justice for additional information or documentation and Transactions; (ii) permit one another to review in advance any inquiries or requests received from proposed substantive written communication to any state attorney general or other such Governmental Body in connection with antitrust or related matters. Each of the Company Entity and Parent shall incorporate reasonable comments thereto; (1iii) give the other party others prompt written notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Transactions; (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other transactions contemplated Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend; and (v) promptly furnish one another with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. The Company shall pay any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each performance of the Company obligations hereunder and Parent will permit authorized Representatives the consummation of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingTransactions.

Regulatory Approvals. The (a) Parent and, where applicable, the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and in any event prior to the End Date, including to (i) make or cause to be made the registrations, declarations and filings required of such party under the HSR Act, the EUMR, and any other Antitrust Law listed in Schedule 6.4 (collectively, the “Antitrust Filings”) with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable after the date of this Agreement (and with respect to the HSR Act, no later than ten (10) Business Days from the date of this Agreement), and any filing fees associated therewith shall be paid by the Parent and such initial filings from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act, (ii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) 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 Federal Trade Commission (“FTC”), the European Commission (“Commission”) or by any other Governmental Body in respect of such Antitrust Filings, this Agreement, or the transactions contemplated hereby, (v) promptly notify the other party in advance of any material communication between that party and the FTC, the DOJ, the Commission or any other Governmental Body in respect of any Antitrust Filings or investigation, inquiry or other Proceeding relating to this Agreement, the transactions contemplated hereby and of any material or substantive communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, (vi) subject to applicable Law, discuss with and permit the other party to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, the Commission or any other Governmental Body or, in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any meeting, telephone call or discussion with the FTC, the DOJ, the Commission or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ, the Commission or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Agreement, or the transactions contemplated hereby and (ix) act in good faith and reasonably cooperate with the other party in connection with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any Governmental Body under the HSR Act, the EUMR or any other Antitrust Law with respect to any such Antitrust Filing, this Agreement or the transactions contemplated hereby. (b) In furtherance and not in limitation of the foregoing, Parent shall use all reasonable best efforts to file(i) resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any Antitrust Law or (ii) avoid the commencement of any Proceeding or the entry of any Order that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby, so as to enable the parties hereto to close the transactions contemplated hereby expeditiously and in any event prior to the End Date. (c) If required to obtain approval from the applicable Governmental Body under the Applicable Antitrust Laws, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition or license, and otherwise take or commit to take actions that after the Closing Date would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action, ownership or control with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, product lines, or services of the Company or any of its Subsidiaries or any interest or interests therein, or effective as of the Effective Time, the Surviving Corporation or its Subsidiaries (each a “Divestiture Action”); provided, however, notwithstanding anything to the contrary contained in this Section 6.4 or otherwise in this Agreement, in no event shall Parent be required to take a Divestiture Action if such Divestiture Action, individually or in the aggregate, would involve assets, properties, businesses, product lines or services of the Company or any of its Subsidiaries, or effective as of the Effective Time, the Surviving Corporation or its Subsidiaries, that generated net sales revenues, measured on an aggregate basis for all such assets, properties, businesses, product lines or services, in excess of $1,200,000,000 during the twelve (12) months ended December 31, 2017 (excluding from such calculation net sales revenue of any ancillary assets, properties, businesses, product lines or services required to be made available on a transitional basis necessary for the operation of, but not required to be sold, divested, or disposed of in connection with, the assets, properties, businesses, product lines or services sold pursuant to the applicable Divestiture Action). The Company shall not take or agree to take any Divestiture Action without the prior written request of Parent. In addition, the Parent shall use 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, lifted, reversed, overturned or terminated, any Order (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing prior to the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding anything herein to the contrary, nothing set forth in this Section 6.4 or otherwise in this Agreement shall (i) require, or be construed to require, Parent, the Company or any of their respective Subsidiaries to agree to a Divestiture Action unless such agreement or action shall be conditioned upon the consummation of the Merger or (ii) require, or be construed to require, Parent or any of its Affiliates or Subsidiaries to take any Divestiture Action involving assets, properties, businesses, product lines or services of Parent or any of its Affiliates or Subsidiaries (other than, effective as of the Effective Time, the Surviving Corporation or its Subsidiaries) in connection with the consummation of the transactions contemplated by this Agreement. Subject to compliance with the provisions of this Section 6.4, Parent shall have the right to determine, direct and have control over the strategy and process by which the parties will seek required approvals under the Antitrust Laws and to control the defense or prosecution of any claims, actions or proceedings relating thereto, including all matters relating to any Divestiture Actions. (d) Parent shall not, and shall not permit any of its Subsidiaries or Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing assets of or equity in, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, other than such actions taken in the Ordinary Course of Business, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay beyond the End Date in the obtaining of, or materially increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Body necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, in each case, the receipt, expiration or termination of which is a condition to Closing pursuant to Article VII, (ii) materially increase the risk of any Governmental Body entering an order prohibiting the consummation of the transactions contemplated hereby or (iii) delay beyond the End Date the consummation of the transactions contemplated hereby. (e) The parties shall cooperate to submit a joint voluntary notice to CFIUS with respect to the transaction contemplated by this Agreement as soon as reasonably practicable after the date of this Agreement. The parties shall use reasonable best efforts to comply at the earliest practicable time, all noticesand in any event no later than required by CFIUS or any CFIUS member agency, reports with any request for additional information, documents or other materials, and will use their reasonable best efforts to cooperate with each other documents in connection with the CFIUS notice and in connection with resolving any investigation or other inquiry of CFIUS or any CFIUS member agency. The parties shall each use their reasonable best efforts to promptly inform the other party of any oral communication with, and provide copies of written communications with, CFIUS or any CFIUS member agency regarding any such filings, provided that no party shall be required to be filed with any Governmental Body with respect share communications containing its confidential business information if such confidential information is unrelated to the Merger and the other transactions contemplated by this Agreement. The parties shall undertake reasonable best efforts to promptly take, or cause to be taken, all action, and do, or cause to submit promptly be done all things necessary or advisable to obtain CFIUS Clearance as soon as reasonably practicable and in any additional information requested event prior to the End Date, including, but not limited to, executing a letter of assurance or entering into another form of mitigation agreement with CFIUS or CFIUS member agencies on terms, conditions, or measures sought by CFIUS, provided however, that neither party shall be required to take or agree to take any such Governmental Bodyundertaking that is not conditioned on the consummation of the Merger. Without limiting the generality of Notwithstanding the foregoing, the Company and in no event will Parent shallor its Affiliates be obligated to execute any settlements, promptly after the date of this Agreementundertakings, prepare and file the notifications required under the HSR Act in connection consent decrees, stipulations, or other agreements with the Merger. The Company and Parent shall respond as promptly as practicable to CFIUS or CFIUS member agencies that would (i) any inquiries limit Parent’s or requests received from its Affiliates’ ability to consummate the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2ii) keep require the sale, divestiture, or other party informed as to disposition of, one or more of the status of any such Legal Proceedingassets, and (3) promptly inform the other party of any communication to properties, product lines, or from the Federal Trade Commission, the Department of Justice services or any other Governmental Body regarding interests therein of the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one anotherSurviving Corporation, in connection with any analysiseach case, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating that is material to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives its Subsidiaries (taken as a whole), (iii) constrain the conduct of the Surviving Corporation and its Subsidiaries (taken as a whole) in a material and adverse manner, (iv) remove (A) oversight, management and control by Parent or its Affiliates, or (B) physical or other party access by them to, assets, books and records, businesses or operations of the Surviving Corporation and its Subsidiaries, in the case of each of clauses (A) or (B), which are material to be present the Company and its Subsidiaries (taken as a whole), or (v) require Parent or its Affiliates to hold their ownership interests in the Surviving Corporation through proxy holders or in a voting trust (f) If CFIUS informs the parties orally or in writing that CFIUS has recommended or intends to recommend in a report that the President of the United States prohibit the transactions contemplated by this Agreement, Parent may, at each meeting or conference relating its discretion, withdraw the joint voluntary notice and the Company shall cooperate with Parent in withdrawing the joint voluntary notice. However, notwithstanding the preceding sentence, the parties hereby agree to withdraw and refile the joint voluntary notice with CFIUS one (1) time if CFIUS presents the parties with the option of doing so upon expiration of the CFIUS investigation period. The parties shall cooperate and consider any such Legal Proceeding subsequent opportunities to withdraw and to have access to and be consulted in connection refile the joint voluntary notice with any document, opinion or proposal made or submitted to any Governmental Body in connection CFIUS consistent with any such Legal Proceedingthe terms of this Section 6.4.

Regulatory Approvals. The (a) Each of Parent and the Company shall promptly after the execution of this Agreement apply for or otherwise seek, and Parent shall use all its respective commercially reasonable efforts to fileobtain, all consents and approvals of Governmental Entities required to be obtained by it for the consummation of the Merger and the other Transactions. Without limiting the generality or effect of the foregoing, each of Parent and the Company shall, as soon as practicable after (and in any event no later than fifteen (15) Business Days) following the date of this Agreementhereof, all notices, reports file a Premerger Notification and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required Report under the HSR Act in connection with Act, and shall, as soon as practicable following the Mergerdate hereof, make any filings required by any other applicable Antitrust Law. The Company parties hereto shall promptly supply one another with any information that may be required in order to make such filings or obtain such consents and Parent approvals. Each party hereto shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any applicable Antitrust Law, (ii) coordinate with one another in preparing and exchanging such materials and (iii) promptly provide one another (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party to any Governmental Entity in connection with this Agreement; provided, that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals or such filings, presentations or submissions, each of Parent and the Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any Applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information. (b) Each party hereto will notify the other promptly upon the receipt of (i) any substantive comments from any officials of any Governmental Entity in connection with any Legal Proceeding under filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or relating supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.8(a), each party hereto will promptly inform the HSR Act other parties of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or any other federal or state antitrust or fair trade law. In additionsupplement. (c) Each of Parent and the Company shall use its respective commercially reasonable efforts to resolve such objections, except if any, as may be prohibited asserted by any Governmental Body Entity with respect to the Transactions under any applicable Antitrust Laws. Parent and the Company shall take any and all of the following actions to the extent necessary to cause the expiration of the notice periods under applicable Antitrust Laws with respect to the Transactions and to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any Applicable Law regarding the Transactions: (i) entering into negotiations, (ii) providing information required by Applicable Law, (iii) substantially complying with any “second request” for information pursuant to applicable Antitrust Laws, and (iv) defending any action, suit or proceeding instituted (or threatened to be instituted) by any Legal RequirementGovernment Entity or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such Transaction. Notwithstanding the foregoing, the Parent shall not be required to (and Company and its Subsidiaries shall not, without the prior written consent of the Parent) commit to or effect any divestiture, disposal, holding separate or licensing of, any agreement to conduct in a specified manner, or any restriction on or limitation of, any of the assets or business of Parent or the Company. (d) Notwithstanding anything herein to the contrary, in connection no event shall the Company, and the Company shall cause the Company Subsidiaries not to, without Parent’s prior written consent, commit to or propose any divestiture transaction, or commit or propose to alter their businesses or commercial practices in any way, or otherwise take or commit to take (or propose to take or commit to take) any such action that, in each case, would reasonably be expected to limit Parent’s freedom of action with respect to, or Parent’s ability to retain any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the businesses, product lines or assets of, the Company and Parent will permit authorized Representatives Business or otherwise receive the full benefits of this Agreement. (e) Nothing in this Section 6.8 shall limit a party’s right to terminate the other Agreement pursuant to ARTICLE VIII so long as such party to be present at each meeting or conference relating to any has until such Legal Proceeding and to have access to and be consulted date complied in connection all material respects with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingits obligations under this Section 6.8.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as (1) As soon as reasonably practicable but not later than 10 Business Days after the date of this Agreementhereof (or such later date as Corporation and Purchaser may mutually agree in writing), all noticesCorporation and Purchaser shall determine whether an HSR filing is necessary or required and, reports if so, Corporation and other documents required to be filed with any Governmental Body with respect Purchaser shall each file their respective notification and report forms pursuant to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, Act. (2) keep the other party informed as Subject to the status Section 4.3(3), each of any such Legal Proceeding, Corporation and Purchaser shall: (3a) promptly inform the other party of any material communication received by such party from any Governmental Entity in respect of the Regulatory Approvals; (b) use commercially reasonable best efforts to respond promptly to any request or notice from any Governmental Entity requiring the Federal Trade Commissionparties, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one anotherof them, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to supply additional information that is relevant to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each review of the Company and Parent will transactions contemplated by this Agreement in respect of the Regulatory Approvals; (c) permit authorized Representatives of the other party to be present at each review in advance any proposed applications, notices, filings and submissions to Governmental Entities (including responses to requests for information and inquiries from any Governmental Entity) in respect of the Regulatory Approvals, and will provide the other party a reasonable opportunity to comment thereon and consider those comments in good faith; (d) promptly provide the other party with any filed copies of applications, notices, filings and submissions (including responses to requests for information and inquiries from any Governmental Entity) that were submitted to a Governmental Entity in respect of the Regulatory Approvals; (e) not participate in any substantive meeting or conference discussion (whether in person, by telephone or otherwise) with Governmental Entities in respect of obtaining or concluding the Regulatory Approvals unless it consults with the other Party in advance and gives the other Party or its outside legal counsel the opportunity to attend and participate thereat, unless a Governmental Entity requests otherwise, provided that Purchaser shall lead such discussions with Governmental Entities; and (f) keep the other party promptly informed of the status of discussions relating to obtaining or concluding the Regulatory Approvals. (3) Notwithstanding any other requirement in this Section 4.3, where a party (a “Disclosing Party”) is required under this Section 4.3 to provide information to another Party (a “Receiving Party”) that the Disclosing Party reasonably deems to be competitively sensitive information, the Disclosing Party may restrict the provision of such competitively sensitive information to only outside legal counsel of the Receiving Party, provided that the Disclosing Party also provides the Receiving Party a redacted version of such information which does not contain any such Legal Proceeding and to have access to and be consulted competitively sensitive or other restricted information. (4) To the extent any Regulatory Approvals are required in connection with this Agreement, Corporation and Purchaser shall use their commercially reasonable best efforts to obtain the Regulatory Approvals. In furtherance of the foregoing, but subject in all cases to Section 4.2(3), if any document, opinion or proposal made or submitted to objections are asserted by any Governmental Body Entity under any applicable Law with respect to the transactions contemplated by this Agreement, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with any Law or as not satisfying any applicable legal test under a Law necessary to obtain the Regulatory Approvals, Corporation and Purchaser shall use their commercially reasonable best efforts consistent with the terms of this Agreement to resolve or avoid such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. (5) Purchaser shall pay all filing fees required in connection with the making of the filings contemplated by this Section 4.3. (6) For purposes of this Agreement, no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, revocation order or proceeding seeking an appeal, stop-order or revocation order has been instituted after the granting of any such Legal ProceedingRegulatory Approval and remains outstanding or subject to final judgment or adjudication on the Effective Date. (7) Corporation shall not, and shall not allow any of its Subsidiaries to, take any action or enter into any transaction, including any merger, acquisition, business combination, joint venture, disposition, lease or contract, that would reasonably be expected to prevent, materially delay or impede the obtaining of, or materially increase the risk of not obtaining, the Regulatory Approvals, or otherwise prevent, materially delay or impede the consummation of the transactions contemplated by this Agreement. For greater certainty, Corporation may not extend or consent to the extension of any applicable waiting periods without the written consent of Purchaser.

Regulatory Approvals. The Company and Parent shall 5.10.1 Each Party agrees to use all reasonable best efforts to filemake all filings and to obtain all consents, as soon as practicable after the date of this Agreement, all notices, reports approvals and other documents authorizations required to be filed with obtained from any Governmental Body governmental authority, in each case in order to consummate the transactions contemplated hereby, and to make effective the Plan and the Senior Noteholder Rights Offering Documents, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the Merger transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings (or, if required by any Antitrust Authority, any drafts thereof) under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable after the commencement of the Senior Noteholder Rights Offering (and with respect to any filings required pursuant to the HSR Act, if any, no later than five (5) Business Days following the date of the commencement of the Senior Noteholder Rights Offering) and (ii) promptly furnishing any documents or information reasonably requested by any Antitrust Authority. 5.10.2 The Company and each Backstop Party subject to an obligation pursuant to the Antitrust Laws to notify any transaction contemplated by this Agreement, the Plan or the Senior Noteholder Rights Offering Documents that has notified the Company in writing of such obligation (each such Backstop Party, a “Filing Party”) agree to reasonably cooperate with each other as to the appropriate time of filing such notification and its content. The Company and each Filing Party shall, to submit the extent permitted by applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any additional information requested material communications from or with an Antitrust Authority; (ii) not participate in any meeting with an Antitrust Authority unless it consults with each other Filing Party and the Company, as applicable, in advance and, to the extent permitted by any the Antitrust Authority and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (iii) furnish each other Filing Party and the Company, as applicable, with copies of all material correspondence and communications between such Governmental Body. Without limiting the generality of the foregoing, Filing Party or the Company and Parent shallthe Antitrust Authority; (iv) furnish each other Filing Party with such necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary filings or submission of information to the Antitrust Authority; and (v) not withdraw its filing, promptly after the date of this Agreementif any, prepare and file the notifications required under the HSR Act in connection without the prior written consent of the Backstop Parties and the Company. 5.10.3 Should a Filing Party be subject to an obligation under the Antitrust Laws to jointly notify with the Merger. The Company and Parent shall respond as promptly as practicable to one or more other Filing Parties (ieach, a “Joint Filing Party”) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions transaction contemplated by this Agreement, (2) keep the Plan or the Senior Noteholder Rights Offering Documents, such Joint Filing Party shall promptly notify each other party informed as to the status of any such Legal ProceedingJoint Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of (3or, in the case of material oral communications, advise each other Joint Filing Party orally of) promptly inform the other party of any communication to communications from or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. with an Antitrust Authority. 5.10.4 The Company and Parent will consult and cooperate with one anothereach Filing Party shall use their reasonable best efforts to obtain all authorizations, and will consider in good faith approvals, consents, or clearances under any applicable Antitrust Laws or to cause the views termination or expiration of one another, all applicable waiting periods under any Antitrust Laws in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade lawtransactions contemplated by this Agreement at the earliest possible date after the date of filing. In addition, except as The communications contemplated by this Section 5.10.4 may be prohibited made by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the or a Filing Party on an outside counsel-only basis or subject to other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingagreed upon confidentiality safeguards.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten(10) Business Days) following the foregoingdate hereof, each of Parent and the Company shall file with the FTC and Parent shall, promptly after the date Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement, prepare Agreement and file the notifications transactions contemplated hereby (including the Offer and the Merger) as required under by the HSR Act Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by other applicable Antitrust Laws, in connection with each case as Parent may reasonably determine. Each of Parent and the Merger. The Company and Parent shall respond as use reasonable best efforts to promptly as practicable to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any inquiries information or requests received from the Federal Trade Commission or the Department of Justice documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or documentation and (ii) the competition or merger control authorities of any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related mattersjurisdiction. Each of the Company and Parent party hereto shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party or parties hereto, as the case may be, of any communication to or from any Governmental Authority regarding any of the Federal Trade Commission, transactions contemplated by this Agreement (including the Department of Justice or any other Governmental Body regarding Offer and the Merger). The If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts 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. Neither Parent nor the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection shall commit or agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any analysisGovernmental Authority to stay, appearance, presentation, memorandum, brief, argument, opinion toll or proposal made or submitted in connection with extend any Legal Proceeding applicable waiting period under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In additionapplicable Antitrust Laws, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to without the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives prior written consent of the other party (such consent not to be present at each meeting unreasonably withheld or conference relating delayed). (b) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such Legal Proceeding and to have access to and be consulted requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingthe event the Closing occurs.

Regulatory Approvals. The Company and Parent Each Party shall use all reasonable best efforts to filefile or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent Parties shall, promptly after the date of this Agreement, prepare and file file, if any, (a) the notifications notification and report forms required to be filed under the HSR Act Act, which in any event shall be filed within ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed to by the Parties) and (b) any notification or other document required to be filed in connection with the MergerOffer or the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters. The Company Romeo and Parent Nikola shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation documentation; and (ii) any inquiries or requests received from any state attorney general general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related competition matters. Each Party shall give the other Party the right to review and comment on all material filings or responses to be submitted to any Governmental Body, and in good faith will take the other Party’s comments into account. Notwithstanding anything to the contrary in this Agreement, neither Party shall be required to defend any lawsuits or other legal proceedings pursuant to any antitrust or competition laws, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Offer, the Merger and the execution, delivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan). Each of the Company and Parent shall (1) give Parties hereto will furnish to the other party prompt notice of such necessary information and reasonable assistance as the commencement other may reasonably request in connection with the preparation of any Legal Proceeding required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Body, including (i) promptly informing the other Party of such inquiry, (ii) consulting in advance before making any material presentations or submissions to a Governmental Body, (iii) giving the other Party the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Body, to the extent not prohibited by such Governmental Body and (iv) supplying each other with copies of all material correspondence, submissions or before written communications between either Party and any Governmental Body with respect to this Agreement. Each Party, in their respective sole and absolute discretion, may redact material as necessary to comply with contractual arrangements, address reasonable attorney-client or other privilege concerns, exclude any information relating to Romeo valuation and similar matters relating to the Merger or any transactions contemplated herein (including the execution, delivery and performance of the other transactions contemplated by Secured Debt Agreements (including the incurrence of the Secured Loan)), or designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Agreement, Nikola and Purchaser shall (2or shall cause any of their respective Subsidiaries or Affiliates or Romeo to): (A) keep the sell, divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise dispose of, any assets of Romeo or its Subsidiaries or of Nikola or Purchaser, (B) terminate, amend or assign existing relationships and contractual rights and obligations of Romeo or its Subsidiaries or of Nikola or Purchaser, (C) require Nikola or Purchaser or Romeo or its Subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party informed as or (D) impose limitations on Nikola or Purchaser or Romeo or its Subsidiaries, with respect to the status of any such Legal Proceedinghow they own, and (3) promptly inform the other party of any communication to retain, conduct or from the Federal Trade Commission, the Department of Justice operate all or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views portion of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion their respective businesses or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, assets (each of the Company (A)-(D), a “Remedy”); provided, that Nikola and Parent will permit authorized Representatives of the other party Purchaser shall not be required to be present at each meeting take or conference relating commit to take any such Legal Proceeding and to Remedy that would have access to and be consulted in connection with any document, opinion a Nikola Material Adverse Effect or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedinga Romeo Material Adverse Effect.

Regulatory Approvals. The (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Legal Requirements, each of Parent and the Company and Parent shall (i) use all its reasonable best efforts to fileobtain any consents, approvals or other authorizations, and make any filings and notifications required in connection with the transactions contemplated by this Agreement and (ii) thereafter make any other submissions either required or deemed appropriate by either Parent or the Company, in connection with the transactions contemplated by this Agreement under (A) the Securities Act and the Exchange Act, (B) the HSR Act, (C) the NYBCL, (D) any other applicable Legal Requirements and (E) the rules and regulations of the Nasdaq National Market. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors prior to filing, and notwithstanding anything to the contrary set forth herein, Parent and the Company shall prepare and make the filing required under the HSR Act as soon as reasonably practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly but in no event later than 25 business days after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Neither Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of nor the Company and Parent shall (1) give file any such document if the other party prompt notice has reasonably objected to the filing of such document. Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any consummation of the other transactions contemplated by this Agreement, (2) keep Agreement at the behest of any Governmental Body without the consent of the other party informed as to party, which consent shall not be unreasonably withheld. (b) Each of Parent and the status of any such Legal Proceeding, and (3) Company shall promptly inform the other party upon receipt of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding any of the Mergertransactions contemplated by this Agreement. The If Parent or the Company and Parent (or any of their respective Representatives) receives a request for additional information from any such Governmental Body that is related to the transactions contemplated by this Agreement, then such party will consult and cooperate with one another, and will consider endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the views other party, an appropriate response to such request. (c) Notwithstanding the foregoing, nothing in this Section 5.3 shall require, or be construed to require, Parent to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of one anotherParent, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act Company or any other federal of their respective Affiliates or state antitrust (ii) any conditions relating to, or fair trade law. In additionchanges or restriction in, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each operations of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted assets or businesses which would result in connection with any document, opinion a Parent Material Adverse Effect or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedinga Company Material Adverse Effect.

Regulatory Approvals. The Company and Parent shall use all its reasonable best efforts to fileobtain, as soon promptly as practicable after practicable, with cooperation from the date of this AgreementSeries A Holders as provided in Section 6(d) below, all noticesgovernmental, reports quasi-governmental, court or regulatory approvals, consents or statements of non-objection necessary to allow it to consummate the Transaction, including payment of the Special PIK Dividend. Each Series A Holder shall use its reasonable best efforts to obtain, as promptly as practicable, with cooperation from the Company as provided in Section 6(d) below, all governmental, quasi-governmental, court or regulatory approvals, consents or statements of non-objection necessary to allow it to own or control the Common Stock it will own or control following the Closing, including any approvals, consents or statements of non-objection required by any state or federal banking regulatory authority (and in each case taking into account Sections 8(c) and 8(d) of the Amended and Restated Certificate of Designations). Without limiting the foregoing, any Series A Holder (other documents required than the Institutional Series A Holders) intending to be filed with any Governmental Body with respect rely on a non-control determination from the Federal Reserve Board in order to consummate the Merger and the other transactions contemplated by this Agreement, Agreement and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality who has not as of the foregoingdate hereof received such a non-control determination or is required to re-submit to the Federal Reserve Board a request for a non-control determination in order to own or control the Shares it is entitled to receive pursuant to the Transaction (each, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to a “Requesting Series A Holder”) agrees (i) that it will promptly, and in any inquiries event within ten calendar days of this Agreement (or requests received from in the case of any Requesting Series A Holder that is an Additional Series A Holder, ten calendar days after such Requesting Series A Holder executes a Joinder) submit (or re-submit) to the Federal Trade Commission Reserve Board a request for determination that it shall not be deemed to “control” the Company or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each subsidiary of the Company and Parent shall (1) give after the other party prompt notice Closing for purposes of Sections 3 or 4 of the commencement BHC Act by reason of any Legal Proceeding by the Conversion or before any Governmental Body with respect to the Merger or any consummation of the other transactions contemplated by this Agreement, Agreement (2) keep the other party informed as to the status of any such Legal Proceedinga “Non-Control Determination”), and (3ii) promptly inform the other party of any communication to or from it will provide (and, if and as required by the Federal Trade CommissionReserve Board, the Department will cause any of Justice its general partners, managers, managing members or any management companies or other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one anothercontrolling entities, and will consider in good faith the views of one another, as applicable) customary passivity commitments in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating its request to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any obtain such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingdetermination.

Regulatory Approvals. The (i) Each of Purchaser and the Company and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required make or cause to be filed with any Governmental Body with respect to the Merger made all filings and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications submissions required under the HSR Act within five (5) Business Days after the date hereof, and applicable Antitrust Laws of Germany within five (5) Business Days after the date hereof in connection with the Mergerconsummation of the transaction (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Antitrust Laws). The Company shall deliver, or cause the delivery of all information necessary for Purchaser to make all filings and Parent shall respond submissions required under the applicable Antitrust Laws of Russia as promptly as possible, but in any event within ten (10) Business Days after the date hereof. In connection with the transaction, Purchaser and the Company shall promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities. (ii) Notwithstanding anything herein to the contrary, Purchaser and the Company shall cooperate in good faith with any Governmental Authorities and Purchaser shall, and shall cause each of its Affiliates to, use its reasonable best efforts to undertake promptly any and all actions (including to sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Purchaser or their respective Affiliates, without limitation) required to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the transaction expeditiously and lawfully. (iii) Purchaser and the Company each shall diligently assist and cooperate with each other in preparing and filing any and all written communications that are to be submitted to any Governmental Authorities in connection with the transaction and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained by Purchaser or any of its Affiliates in connection with the transaction, which assistance and cooperation shall include: (i) any inquiries timely furnishing to the other Party all information concerning the other Party that counsel to the other Party reasonably determines is required to be included in such documents or requests received from the Federal Trade Commission would be helpful in obtaining such required consent, waiver, authorization or the Department of Justice for additional information or documentation and approval; (ii) any inquiries promptly providing the other Party with copies of all written communications to or requests received from any state attorney general Governmental Authority relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or other Governmental Body in connection confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust or related matters. Each of the Company and Parent shall counsel only”; (1iii) give keeping the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party Party reasonably informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to received or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, given in connection with any analysisproceeding by the other Party, appearancein each case regarding the transaction; and (iv) permitting the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Authority, presentationin each case regarding the transaction. Neither Purchaser or its Affiliates, memorandumon one hand, briefnor the Company, argumenton the other hand, opinion shall initiate, or proposal made agree to participate in any meeting, telephone call or submitted in connection discussion with any Legal Proceeding Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the transaction or as to any filings under or relating to the HSR Act or any other federal applicable Antitrust Laws, without giving the other Party reasonable prior notice of the meeting or state antitrust discussion and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate in such meeting, telephone call or fair trade lawdiscussion. In additionWithout prejudice to the other provisions of this Section 4(c), except Purchaser shall, on behalf of the parties, control and lead all communications and strategy relating to obtaining all approvals, consents, waivers, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transaction; provided, however, that Purchaser shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategic direction of any such litigation or approval process, as may applicable, and consult with the Company prior to taking any material substantive positions or submissions or entering into any negotiations concerning such approvals, as applicable. The Purchaser shall not, without the prior written consent of the Company, not to be prohibited unreasonably withheld taking into account the mutual intention and agreement of the Parties as set forth herein to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Body or by any Legal RequirementAuthority, in connection each case, to complete the transaction expeditiously and lawfully, withdraw any filing or submission made in accordance with this Section 3; provided, however, that following consultation with the Company, the Purchaser may withdraw and refile each such filing or submission on one occasion without obtaining the consent of the Company. (iv) If, Purchaser determines to hold separate, upon the consummation of the transaction, any Legal Proceeding under business, assets or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each subsidiary of the Company or any subsidiary in order to comply with any applicable Antitrust Law, including by agreeing to operate and Parent will permit authorized Representatives manage such businesses, assets and/or subsidiary separate from the reminder of the Purchaser, the Company shall take all actions reasonably requested by the Purchaser to assist the Purchaser in (i) the identification and segregation of such business, assets or subsidiary as of the time Closing, and (ii) causing the board of directors (or other party governing body) and management of the entities conducting such businesses or holding such assets to be present at each meeting cooperate with Purchaser in effecting any matters necessary or conference relating desirable to any effect and facilitate such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingarrangement as of the Closing.

Regulatory Approvals. The Company and Parent shall the Investor will use all commercially reasonable best efforts to fileobtain, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable practicable, all governmental, quasi-governmental, court or regulatory approvals, consents or statements of non-objection necessary on its part to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of allow the Company to issue and Parent shall (1) give the other party prompt notice of Investor to acquire the commencement of any Legal Proceeding by Preferred Shares and Conversion Shares it will or before any Governmental Body with respect may acquire or control, as the case may be, or to own or control the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade CommissionPreferred Shares, the Department of Justice Conversion Shares or any other Governmental Body regarding shares of Common Stock to be issued by the Merger. The Company and Parent will consult and cooperate with one anotheror owned or controlled by the Investor following the date hereof, and will consider in good faith including any approvals, consents or statements of non-objection required by any state or federal banking regulatory authority, including the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating Regulatory Approvals applicable to the HSR Act or any other federal or state antitrust or fair trade lawthem. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding performing its obligations under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceedingthis Section 6(a), each of the Company and Parent the Investor will permit authorized Representatives cooperate with the other, provide each other to the extent reasonably practicable with advance notice of and an opportunity to comment to the non-confidential portions of all regulatory filings, applications and support materials, and will provide each other with advance notice of and an opportunity to participate in any meetings (including telephonic conferences) with any regulatory authorities regarding any such approvals to the extent they do not involve such party’s confidential information. Without limiting the foregoing, unless otherwise waived by the Company, the Investor agrees, as and to the extent required by applicable law, that it will as promptly as practicable prepare, file and prosecute with the OTS a submission rebutting the presumption of control of the Company as provided in 12 CFR §574.4(e) and offer to enter into the Rebuttal of Control Agreement required by 12 CFR §574.100 as such agreement may be modified from time to time by the OTS (the “Form Agreement”), as may be amended or modified by the Investor and the OTS to reflect the business and structure of the Investor; provided, the Investor shall use its commercially reasonable best efforts to conform with the requirements of the Form Agreement. The Investor also agrees that it will take no action that would result in the Investor becoming a “savings and loan holding company” as that term is defined in the Home owners Loan Act and 12 CFR Part 574 and that, beginning on the date of filing the submission described in the immediately preceding sentence with the OTS, prior to the Closing, it will take no action that would cause it not to be able to fully comply with the terms of such Rebuttal of Control Agreement. The Company will cooperate with the Investor and the Company will use commercially reasonable best efforts in assisting the Investor in performing its obligations under this Section 6(a), including, if requested by the Investor, entering into a compliance agreement with the Investor designed to reduce the likelihood of transactions with Affiliates of the Investor that would be prohibited pursuant to the terms of any Rebuttal of Control Agreement entered into by the Investor and the OTS. The Company and the Investor shall, promptly upon receipt of each Regulatory Approval applicable to it, provide written notice to the other party to be present at each meeting or conference relating to any of such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingreceipt.

Regulatory Approvals. The Company (a) Subscriber shall cooperate in good faith with the Company, Grosvenor Holdings, and Parent any Governmental Authority (including the Antitrust Authorities) and shall use undertake promptly (x) any and all reasonable efforts actions required to file, (i) satisfy the Regulatory Approvals and (ii) complete lawfully the Transactions as soon as practicable after (but in any event prior to the date Agreement End Date) and (y) any and all actions necessary or advisable to (i) consummate the Transactions as contemplated by this Subscription Agreement and the Transaction Agreement and (ii) avoid, prevent, eliminate or remove the actual or threatened commencement of this Agreement, all notices, reports and other documents required to be filed with any proceeding in any forum by or on behalf of any Governmental Body Authority (including any Antitrust Authority) or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Transactions. (b) With respect to the Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Subscriber shall (and, to the extent required, shall cause its Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under any applicable Laws prescribed or enforceable by any Governmental Authority for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation Transactions; and (ii) cooperate fully with each of the Grosvenor Holders and the Grosvenor Companies in the defense of such matters. To the extent not prohibited by Law, the Subscriber shall promptly furnish to the Company copies of any inquiries notices or requests written communications received by such party or any of its Affiliates from any state attorney general third party or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal ProceedingTransactions, and (3) promptly inform shall permit the other party of any communication Company’s and the Grosvenor Holders’ respective counsels an opportunity to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one anotherreview in advance, and will shall consider in good faith the views of such counsel in connection with, any proposed written communications by Subscriber and/or its Affiliates to any Governmental Authority concerning the Transactions. To the extent not prohibited by Law, the Subscriber agrees to provide the Company and the Grosvenor Holders and their respective counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between the Subscriber and/or any of its Affiliates, agents or advisors, on the one anotherhand, and any Governmental Authority, on the other hand, concerning or in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingTransactions.

Regulatory Approvals. The Company and Parent Each party shall use all its commercially reasonable efforts to fileobtain all required regulatory approvals (including the Required Governmental Approvals set forth in Part VII of Appendix B) as promptly as possible and, in any event, prior to the Closing Date. To that end, each of the parties shall make, or cause to be made, all other filings and submissions, and submit all other documentation and information that in the reasonable opinion of the Purchaser is required or advisable, to obtain the regulatory approvals, and will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. Notwithstanding any other provision of this Agreement, the Purchaser will not be required to (i) propose or agree to accept any undertaking or condition, enter into any consent agreement, make any divestiture or accept any operational restriction or other behavioral remedy, (ii) take any action that, in the reasonable judgment of the Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of the business or assets of the Project Company, Property Company or any of their Subsidiaries, or of the Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as soon as practicable after of the date of this Agreement, all notices, reports and other documents required to be filed with or (iii) contest or defend any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries judicial or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited administrative proceeding brought by any Governmental Body Authority seeking to prohibit, prevent, restrict or by any Legal Requirement, in connection with any Legal Proceeding under unwind the consummation of all or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each a part of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingtransaction contemplated herein.

Regulatory Approvals. The Company (a) Except for the filings and Parent notifications made pursuant to Antitrust Laws to which Sections 5.1(b) and 5.1(c), and not this Section 5.1(a), shall use all reasonable efforts to fileapply, as soon as practicable after promptly following the date execution of this Agreement, all notices, reports the Parties shall proceed to prepare and file with the appropriate Governmental Entities and other documents third parties all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary in order to consummate the Transactions and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. Notwithstanding the foregoing, in no event shall either the Company or Contributor or any of their respective Affiliates be required to be filed pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Contributor and the Company shall have the right to review in advance and, to the extent reasonably practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Contributor or the Company, as applicable, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Body Entity in connection with the Transactions (including the Proxy Statement). The Company and the Company Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Merger and Transactions without the other transactions contemplated by this Agreementprior written consent of Contributor (which consent, and subject to submit Section 5.1(b), may be withheld in Contributor’s sole discretion). (b) As promptly any additional information requested by any such Governmental Body. Without limiting as reasonably practicable following the generality of the foregoing, the Company and Parent shall, promptly after the date execution of this Agreement, prepare and file but in no event later than twenty (20) Business Days following the notifications Execution Date, the Parties (or their ultimate parents) shall make any filings required under the HSR Act Act. Each of Contributor and the Company shall cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the Merger. The Company its preparation of any filings and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust obtaining all required consents, authorizations, orders, expirations, terminations, waivers, or related mattersapprovals under any applicable Antitrust Laws. Each of Unless otherwise agreed, Contributor and the Company and Parent shall (1) give each use reasonable best efforts to ensure the other party prompt notice of the commencement expiration or termination of any Legal Proceeding by applicable waiting period under the HSR Act. Contributor and the Company shall each use reasonable best efforts to promptly respond to any request for information or before documents from any Governmental Body Entity charged with respect to enforcing, applying, administering, or investigating the Merger HSR Act or any other Laws designed to prohibit, restrict or regulate actions for the purpose or effect of the other transactions contemplated by this Agreementmergers, acquisitions, monopolization, restraining trade or abusing a dominant position (2) keep the other party informed as to the status of any such Legal Proceedingcollectively, and (3) promptly inform the other party of any communication to or from “Antitrust Laws”), including the Federal Trade Commission, the Department of Justice Justice, any attorney general of any state of the United States (“Antitrust Authority”). Contributor and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from any Antitrust Authority, and shall promptly provide each other with copies of any written communications with any Antitrust Authority. In connection with the efforts referenced in this Section 5.1 to obtain all requisite approvals and authorizations for the Transactions under the HSR Act, any other Antitrust Law, or any other Governmental Body regarding state law, each of the Merger. The Company and Parent will consult and Parties shall use reasonable best efforts to (i) cooperate with one another, and will consider in good faith the views of one another, each other in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion filing or proposal made or submitted submission and in connection with any Legal investigation or other inquiry, including any proceeding initiated by a private party, (ii) provide each other with advance copies and a reasonable opportunity to comment on all proposed notices, submissions, filings, applications, undertakings, and information and correspondence proposed to be supplied to or filed with any Antitrust Authority, except the Parties’ HSR Act filings, regarding any of the Transactions contemplated hereby, (iii) resolve any objections as may be asserted by any Antitrust Authority with respect to the Transactions, (iv) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Antitrust Authority challenging the Transactions or this Agreement as being in violation of any Law, and (v) to the extent permitted by applicable Law, provide Contributor or the Company, as applicable, a reasonable opportunity to attend and participate in any meetings, discussions, telephone conversations, or correspondence with an Antitrust Authority; provided that materials required to be provided pursuant to this section may be redacted (1) to remove references concerning the valuation of the Company or the Contributor Subsidiaries, (2) as necessary to comply with contractual arrangements, (3) as necessary to comply with applicable law, and (4) as necessary to address reasonable privilege or confidentiality concerns. The foregoing obligations in this Section 5.1(b) shall be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege. Notwithstanding anything to the contrary in this Agreement, none of the Parties nor any of their respective Affiliates shall be required to, and none of the Parties may, nor shall any of them permit their Subsidiaries to, without the prior written consent of the other Parties hereto, take any action that would reasonably be expected to have a material adverse effect on the financial condition, business, revenue or earnings before interest, taxes, depreciation or amortization of the Company and its Subsidiaries, taken as a whole, from and after the Closing; provided further, however, that any action taken pursuant to this Section 5.1(b) may be conditioned upon the Closing. (c) Contributor and the Company shall not take any action that could reasonably be expected to hinder or delay in any material respect the expiration or termination of the required waiting period under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In additionapplicable Antitrust Laws, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal consent or state antitrust or fair trade law or approval required pursuant to any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingapplicable Antitrust Laws.

Regulatory Approvals. The Company and Parent shall use all reasonable efforts to file, as soon As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Transactions and shall promptly and in good faith respond to all noticesinformation requested of it by the U.S. Federal Trade Commission, reports U.S. Department of Justice or any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other documents required and such Governmental Entities. Each Party will promptly furnish to be filed the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Each Party will promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Body Entity, on the other hand, with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental BodyTransactions. Without limiting the generality of the foregoing, Parent and the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to : (i) promptly inform the other of any inquiries communication to or requests received from the U.S. Federal Trade Commission or Commission, the U.S. Department of Justice for additional information or documentation and any other Governmental Entity regarding the Transactions; (ii) permit each other to review in advance any inquiries or requests received from proposed substantive written communication to any state attorney general or other such Governmental Body in connection with antitrust or related matters. Each of the Company Entity and Parent shall incorporate reasonable comments thereto; (1iii) give the other party prompt written notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to such transactions; (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger or any of Transactions unless, to the extent reasonably practicable, it consults with the other transactions contemplated Party in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other Party the opportunity to attend; (2v) keep the other party reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and (3) promptly inform any such Governmental Entity, on the other party hand, in each case, with respect to this Agreement and the Transactions. Each of the Company Transaction Costs and Parent Transaction Costs shall include 50% of any communication filing fees required by Governmental Entities, including with respect to or from the Federal Trade Commissionany registrations, the Department of Justice or any other Governmental Body regarding the Merger. The Company declarations and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, filings required in connection with any analysisthe execution and delivery of this Agreement, appearancethe performance of the obligations hereunder and the consummation of the Transactions, presentation, memorandum, brief, argument, opinion or proposal made or submitted including filing fees in connection with any Legal Proceeding filings under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingAct.

Regulatory Approvals. The (a) Antitrust Law and Foreign Investment Law Filings. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and Parent shall its Affiliates, if applicable), on the other hand, will use all their respective reasonable best efforts to file, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as soon as practicable after required by the HSR Act promptly following the date of this Agreement; and (ii) promptly file comparable pre-merger or post-merger notification filings, all notices, reports forms and other documents required to be filed submissions with any Governmental Body with respect to Authority that are required by other applicable Antitrust Laws or Foreign Investment Laws or that are, in the Merger and the other transactions contemplated by this Agreementreasonable judgment of Parent, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act advisable in connection with the Merger. The , as identified in Section 6.2(a) of the Company and Disclosure Letter, provided that Parent shall respond make the final decision as promptly as practicable to (i) any inquiries required or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related mattersadvisable filings. Each of Parent and the Company will (A) cooperate and Parent shall coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings; (B) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; (D) use its respective reasonable best efforts to take all action necessary to (1) give cause the other party prompt notice expiration or termination of the commencement of any Legal Proceeding by or before any Governmental Body with respect applicable waiting periods pursuant to the Merger HSR Act and any other Antitrust Laws or any of Foreign Investment Laws applicable to the other transactions contemplated by this Agreement, Merger; and (2) keep the other party informed as obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the status Merger, in each case as soon as practicable; and (E) prior to independently participating in any meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such Legal Proceedingfilings or any investigations or other inquiries relating thereto, and (3) promptly inform provide notice to the other party of any communication to such meeting or from the Federal Trade Commissionconversation and, unless prohibited by such Governmental Authority, the Department opportunity to attend or participate. Parent shall, after good faith consultation with the Company and after considering, in good faith, the Company’s views and comments, control and lead all communications, negotiations, timing decisions, and strategy on behalf of Justice the parties relating to regulatory approvals under the Antitrust Laws or Foreign Investment Laws, and any litigation matters pertaining to the Antitrust Laws or Foreign Investment Laws, subject to Parent’s obligation hereunder (but subject to the limitations herein) to use its reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Governmental Body regarding Antitrust Laws or Foreign Investment Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable, and the Company shall take all reasonable actions to support Parent in connection therewith. The Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and Parent its Affiliates), on the other hand, will consult permit the other Party and cooperate with one another, its Representatives to review in advance any written communication proposed to be made by such Party to any Governmental Authority and will consider in good faith the views of one another, the other Party and promptly inform the other Party of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If any analysis, appearance, presentation, memorandum, brief, argument, opinion Party or proposal made Affiliate thereof receives a request for additional information or submitted in connection documentary material from any Governmental Authority with any Legal Proceeding under or relating respect to the Merger pursuant to the HSR Act or any other federal Antitrust Laws or state antitrust Foreign Investment Laws applicable to the Merger, then such Party will use reasonable best efforts to make (or fair trade lawcause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. In additionEach of Parent and the Company may, except as may they deem necessary, designate any sensitive materials to be prohibited by any Governmental Body or by any Legal Requirement, exchanged in connection with this Section 6.2 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any Legal Proceeding under employees, officers, or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each directors of the Company and Parent will permit authorized Representatives receiving party without the advance written consent of the other party to be present at each meeting supplying such material or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedinginformation.

Regulatory Approvals. The Company (a) As soon as practicable, Aurora shall apply to list the Aurora Shares issuable or to be made issuable pursuant to the Arrangement (including all Aurora Shares issuable upon the exercise or vesting of Replacement Securities) on the TSX, and Parent shall use all its commercially reasonable efforts to fileobtain approval, as soon as practicable after subject to customary conditions, for the date listing of this Agreementsuch Aurora Shares on the TSX. (b) Aurora and Anandia each shall promptly: (i) supply the other with any information which may be required in order to effectuate the filings, all noticesnotifications or submissions (except where such material is confidential or competitively or commercially sensitive, reports in which case it will be provided (subject to applicable Laws) to the other Party’s outside counsel on an “external counsel” basis) required by Section 4.3(a); (ii) supply any additional information which reasonably may be required by any Governmental Entity of any other applicable jurisdiction; (iii) subject to applicable Law, permit the other to review in advance and provide comments on any drafts of any proposed filing, application, submission or other documents required written communication to any Governmental Entity and provide the other with a copy of any such filing, application, submission or written communication, or written summary of any oral communication to any Governmental Entity (except where such material is confidential or competitively or commercially sensitive, in which case it will be filed provided (subject to applicable Laws) to the other Party’s outside counsel on an “external counsel” basis); and (iv) promptly notify the other Party of any written or oral communication received from any Governmental Entity and subject to applicable Law, provide the other Party with a copy of any written communication or a written summary of any oral communication. (c) Neither Party shall attend any meetings, whether in Person or by telephone, with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act Entity in connection with the Merger. The Company and Parent Transaction, unless it provides the other Party with a reasonable opportunity to attend such meetings (provided that (subject to applicable laws) where confidential or competitively or commercially sensitive information is discussed, only the other Party’s outside counsel shall respond as promptly as practicable be permitted to (i) any inquiries or requests received from attend the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each relevant portion of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingon an “external counsel” basis).

Regulatory Approvals. The Company parties shall cooperate with each other and, subject to Section 6.1 and Parent shall Section 6.4, use all their respective reasonable best efforts to filetake, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable, subject to the limitations in this Section 6.7, to consummate and make effective, as soon as practicable after reasonably possible, the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) make or cause to be made, in consultation and to submit cooperation with the other and as promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly as practicable after the date of Sun countersigns this Agreement (but in no event later than 15 Business Days after the date Sun countersigns this Agreement, prepare unless otherwise agreed by counsel for the parties), any filing with the United States Department of Justice (“DOJ”) and file the notifications United States Federal Trade Commission (“FTC”) required under the HSR Act relating to the Mergers; (ii) prepare and file other necessary and advisable registrations, declarations, notices, petitions, applications and filings relating to the Mergers with other Governmental Entities under antitrust, competition, foreign direct investment, trade regulation or similar Law (including, if applicable, with any municipality with respect to any continuation of business licenses issued to Sun in Israel) as soon as reasonably practicable or where the ability to control timing of the registration, declaration, notice, petition, application or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any registrations, declarations, notices, petitions, applications and filings with such Governmental Entities (and thereafter make any other required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material); (iii) obtain all Consents or nonactions from any Governmental Entity or other Person which are required to be obtained under any other antitrust, competition, foreign direct investment, trade regulation or similar Law in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each consummation of the Company Mergers and Parent shall (1) give the other party prompt notice of transactions contemplated hereby (collectively, the commencement “Required Regulatory Approvals”); (iv) seek to avoid or prevent the initiation of any Legal Proceeding investigation, inquiry, claim, action, suit, arbitration, litigation or proceeding by or before any Governmental Body with respect to Entity challenging the Merger Mergers or any the consummation of the other transactions contemplated by this Agreement; (v) with respect to Sun, (2) keep the other party informed as submit to the status of any such Legal ProceedingIIA the IIA Notice and, with respect to Parent, submit to the IIA the Parent IIA Undertaking, and (3vi) promptly inform furnish to the other party of any communication to or from the Federal Trade Commissionall assistance, the Department of Justice or any other Governmental Body regarding the Merger. The Company cooperation and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to information required for any such Legal Proceeding registration, declaration, notice or filing in order to achieve the effects set forth in the foregoing sub-clauses (i) and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding(v).

Regulatory Approvals. The Company and Parent Each party shall use all its commercially reasonable efforts to fileobtain all required regulatory approvals with respect to each Acquisition (including the required Governmental Approvals set forth in Part VII of Section A of the applicable Appendix) as promptly as possible and, in any event, prior to the Closing Date for such Acquisition. To that end, each of the parties shall make, or cause to be made, all other filings and submissions, and submit all other documentation and information that in the reasonable opinion of the Purchaser is required or advisable, to obtain the regulatory approvals for each Acquisition, and will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. Notwithstanding any other provision of this Agreement, the Purchaser will not be required to (i) propose or agree to accept any undertaking or condition, enter into any consent agreement, make any divestiture or accept any operational restriction or other behavioral remedy with respect to any Acquisition, (ii) take any action that, in the reasonable judgment of the Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of the business or assets of the Project Company for an Acquisition or of the Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as soon as practicable after of the date of this Agreement, all notices, reports and other documents required to be filed with or (iii) contest or defend any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries judicial or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited administrative proceeding brought by any Governmental Body Authority seeking to prohibit, prevent, restrict or by any Legal Requirement, in connection with any Legal Proceeding under unwind the consummation of all or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each a part of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingan Acquisition.

Regulatory Approvals. The Company (a) Each of the Company, Parent and Parent Merger Sub shall promptly apply for, and use all reasonable best efforts to fileobtain or make, as soon as practicable after the date of this Agreementapplicable, all noticesGovernmental Authorizations, reports Orders, declarations and other documents filings with, and notices to, any Governmental Entity required to be filed obtained or made by it for the consummation of the transactions contemplated hereby. Each party shall cooperate with and promptly furnish information to the other parties reasonably necessary in connection with any Governmental Body requirements imposed upon such other parties in connection with respect to the Merger and consummation of the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental BodyMerger. Without limiting the generality of the foregoing, each of the Company Company, Merger Sub and Parent shall, as promptly after as practicable and before the date expiration of any relevant legal deadline, but in no event later than 10 Business Days following the execution and delivery of this Agreement, prepare file (i) with the United States Federal Trade Commission (the “FTC”) and file the notifications United States Department of Justice (“DOJ”), the notification and report form required under for the Merger and the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) with any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related mattersEntity, any other filings, reports, information and documentation required for the Merger and the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of the Company and Parent shall (1) give furnish to each other’s counsel such necessary information and reasonable assistance as the other party prompt notice may reasonably request in connection with its preparation of any filing or submission that may be necessary under the HSR Act and any Other Antitrust Laws. (b) Each of the commencement Company and Parent shall use its reasonable best efforts to obtain promptly any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any and the transactions contemplated hereby. Each of the other transactions contemplated by this Agreement, (2) Company and Parent shall keep the other party informed as to apprised of the status of any such Legal Proceedingcommunications with, and (3) any inquiries or requests for additional information from, the FTC and the DOJ and any other Governmental Entities and shall comply promptly inform with any such inquiry or request, including any request for additional information. Each of the Company and Parent shall give the other party reasonable prior notice of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one anotherwith, and will any proposed understanding or agreement with, any Governmental Entity regarding any Governmental Authorizations, Orders, declarations and filings with, and notices to, any Governmental Entity, and permit the other to review and discuss in advance, and consider in good faith the views of one another, the other in connection with, any proposed communication, understanding or agreement with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection Governmental Entity with any Legal Proceeding under or relating respect to the HSR Act Merger and the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing or any other federal provision of this Agreement, (i) Parent shall not be required to (A) consent to the divestiture, license or state other disposition or holding separate (through the establishment of a trust or otherwise) of any of its or its Affiliates’ assets or any assets of the Surviving Corporation or any of its Subsidiaries or (B) consent to any other structural or conduct remedy or enter into any settlement or agree to any Order regarding antitrust matters respecting the transactions contemplated by this Agreement and (ii) neither Parent nor any of its Affiliates shall have any obligation to contest, administratively or fair trade law. In additionin court, except as may be prohibited by any ruling, order or other action of any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act Entity or any other federal or state antitrust or fair trade law or any other similar Legal ProceedingPerson respecting the transactions contemplated by this Agreement; provided, that each of the Company and Parent will permit authorized Representatives shall both promptly respond to the DOJ or the FTC to any request for additional information. (d) Each of the Company and Parent shall instruct their respective counsel to cooperate with each other party and use reasonable best efforts to be present facilitate and expedite the identification and resolution of any issues arising under the HSR Act and the Other Antitrust Laws and the expiration of the applicable HSR Act waiting period and any waiting periods under the Other Antitrust Laws at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each meeting or conference relating to any such Legal Proceeding other appropriately informed of communications from and to have access personnel of the reviewing Governmental Entity, (ii) to confer with each other regarding appropriate contacts with and be consulted in connection response to personnel of any Governmental Entity, and (iii) to apprise each other of the status and outcome of any meetings or conferences with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingEntity.

Regulatory Approvals. The Company (a) Subject to the terms and Parent shall use all reasonable efforts to file, as soon as practicable after the date conditions of this Agreement, each of the Company and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under any Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental or Regulatory Authority or other third party all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining as promptly as practicable and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental or Regulatory Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, for avoidance of doubt, all Company Required Approvals and Purchaser Required Approvals. (b) The Company (i) shall consult and cooperate with the Purchaser in connection with the preparation of any of the filings and other documents required described in Section 4.7(a) prior to be filed their filing, (ii) shall furnish to the Purchaser such necessary information and reasonable assistance as the Purchaser may request in connection with its preparation of any such filing or other document, (iii) shall keep the Purchaser apprised of the status of any correspondence, filings and other communications with, and any inquiries or requests for additional information from, any Governmental Body with respect to the Merger or Regulatory Authority concerning this Agreement and the other transactions contemplated by this Agreement, and provide the Purchaser (or its outside counsel, as appropriate) with copies of the foregoing to submit promptly the extent in writing, (iv) shall not independently participate in any additional information requested meeting, or engage in any substantive conversation, with any Governmental or Regulatory Authority concerning this Agreement or the transactions contemplated hereby without giving the Purchaser prior notice of the meeting or conversation and, unless prohibited by any such Governmental Body. Without limiting or Regulatory Authority, the generality opportunity to attend or participate, and (v) shall consult and cooperate with the Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser in connection with the matters described in the foregoing. (c) In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection shall make appropriate filings with the Merger. The Company and Parent shall respond applicable Governmental or Regulatory Authority in respect of the Competition Approvals, if applicable, with respect to the transactions contemplated hereby as promptly as practicable and to (i) supply as promptly as practicable any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information and documentary material that may be requested pursuant to applicable Law and to use their commercially reasonable efforts to take all other actions necessary to cause the expiration or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each termination of the Company and Parent shall applicable waiting periods (1if any) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed thereunder as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except soon as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingpracticable.

Regulatory Approvals. The Company Buyer and Parent Sellers shall use all commercially reasonable efforts to file, (a) make or cause to be made all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as soon hereinafter defined) with respect to the transactions contemplated herein as promptly as practicable and, in any event, within five (5) business days after the date of this Agreement, Agreement in the case of all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications filings required under the HSR Act and within two (2) weeks in connection the case of all other filings required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the Merger. The Company and Parent shall respond as promptly as practicable to (i) HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any inquiries of their respective subsidiaries or requests received Affiliates from the Federal Trade Commission (“FTC”), the Antitrust Division or any other Governmental Entity in respect of such filings or the Department of Justice for additional information or documentation transactions contemplated herein, and (iic) cooperate with each other in connection with any inquiries such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or requests received from changes suggested in connection therewith) and in connection with resolving any state attorney general investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body Entity under any Antitrust Laws with respect to any such filing or the transaction contemplated herein. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with antitrust or related mattersthe transactions contemplated herein. Each of the Company and Parent such party shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party parties hereto of any oral communication with, and provide copies of written communications with any Governmental Entity regarding any such filings. No party hereto shall independently participate in any formal meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to or from the Federal Trade Commissionextent permitted by such Governmental Entity, the Department of Justice or any other Governmental Body regarding opportunity to attend and/or participate. Subject to applicable Law, the Merger. The Company and Parent parties hereto will consult and cooperate with one another, and will consider in good faith the views of one another, another in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted in connection with by or on behalf of any Legal Proceeding under or party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other federal parties under this Section 4.3 or state antitrust otherwise as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or fair trade lawdirectors of the recipient, unless express written permission is obtained in advance from the source of the materials. In additionNotwithstanding anything in this Agreement to the contrary, except as may the parties understand and agree that the commercially reasonable efforts of any party hereto shall not be prohibited by deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Body or by any Legal Requirement, Entity in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any Legal Proceeding under other action (or relating otherwise agreeing to do any of the foregoing) with respect to the HSR Act Business, the Assets or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party Additional Assets. All filing fees incurred pursuant to this Section 4.3 shall be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingborne by Buyer.

Regulatory Approvals. The Company (a) Each of Azoff Management and Parent the MSG Parties shall use (a) make or cause to be made all reasonable efforts filings required of each of them or any of their Affiliates under the HSR Act or other Antitrust Laws with respect to file, the transactions contemplated hereby as soon promptly as practicable and, in any event, within ten (10) days after the date of this AgreementAgreement in the case of all filings required under the HSR Act, all notices, reports and other documents required to be filed (b) comply at the earliest practicable date with any Governmental Body request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from the FTC, the Antitrust Division of the Department of Justice (the “Antitrust Division”) or any other Government Antitrust Authority in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of drafts of all prepared filings 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 Government Antitrust Authority under any Antitrust Laws with respect to the Merger and any such filing or any such transaction. Each such party shall use its commercially reasonable efforts to furnish to each other all information requested by the other party that is reasonably required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent such party shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party parties hereto of any oral communication with, and provide copies of written communications with, any Government Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Government Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to or from the Federal Trade Commissionextent permitted by such Government Authority, the Department of Justice or any other Governmental Body regarding opportunity to attend and/or participate. Subject to applicable Law, the Merger. The Company and Parent parties hereto will consult and cooperate with one another, and will consider in good faith the views of one another, another in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted in connection with by or on behalf of any Legal Proceeding under party hereto or its Affiliates relating to proceedings under the HSR Act, other Antitrust Laws or other applicable Law. Any party may, if it reasonably deems it advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each party shall use, and cause its Affiliates to use, commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Government Antitrust Authority with respect to the transactions contemplated by this Agreement (an “Antitrust Objection”) 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 statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). Each party shall use, and cause its Affiliates to use, commercially reasonable efforts to take such actions as may be required to cause the expiration of the waiting or notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall require a party or any of its Affiliates to take any of the following actions, and none of Azoff Management, MSG Member nor Newco will offer, agree to take or take any of the following actions without the prior written consent of each of them, in each case in response to an Antitrust Objection (i) extend any such waiting or notice period or agree with any Government Entity not to consummate any of the transactions contemplated hereby, (ii) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any investments, assets, operations, facilities or businesses, (iii) terminate, amend or assign any existing, or enter into any new, relationships, contractual rights or obligations, licenses or Contracts or (iv) agree to any changes to or restriction on, or other impairment of any ability to own or operate, any such investments, assets, operations, facilities or businesses or interests therein or any Person’s ability to vote, transfer, receive distributions or otherwise exercise full ownership rights with respect to the membership interests in Newco or the equity of any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingPerson.

Regulatory Approvals. The (a) Subject to Sections 5.3(c) and 5.3(d), Parent and the Company and Parent shall use all commercially reasonable efforts to filetake, as soon as practicable after or cause to be taken, all actions necessary to consummate the date of Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Sections 5.3(c) and 5.3(d), Parent and the Company (i) shall make all notices, reports filings (if any) and other documents give all notices (if any) required to be filed made and given by such party in connection with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to shall submit promptly any additional information requested in connection with such filings and notices, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions, and (iii) shall use commercially reasonable efforts to oppose or to lift, as the case may be, any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such Governmental Body. filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Without limiting the generality of the foregoingSection 5.3(a), the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications notifications, if any, required under the HSR Act any applicable Antitrust Laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, (2) keep the other party informed as to the status of any such Legal ProceedingProceeding or threat, and (3) promptly inform the other party of any material communication concerning Antitrust Laws to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade lawAntitrust Law. Subject to the foregoing, Parent shall be principally responsible for and in control of the process of dealing with any Governmental Body concerning the effect of applicable Antitrust Laws on the transaction contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. (c) At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to retain any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. (d) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose, transfer or hold separate, or cause any of its Subsidiaries to dispose, transfer or hold separate any assets or operations, or to commit or to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; or (iii) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations.

Regulatory Approvals. The (a) Each of Parent and the Company and Parent shall use all its reasonable best efforts to filetake, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as soon promptly as reasonably practicably and in any event prior to the End Date, including to (i) obtain any regulatory approvals needed pursuant to any applicable Antitrust Laws, including the HSR Act (collectively, the “Antitrust Filings”), with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and Agreement (but in no event file the notifications required Notification and Report Form under the HSR Act later than five (5) Business Days after the execution of this Agreement), and any filing fees associated therewith shall be paid by Parent and such initial filings from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act, (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable Law in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2iii) keep the other party informed respond as promptly as reasonably practicable to the status any formal or informal additional requests for information, including requests for production of any such Legal Proceedingdocuments and production of witnesses for interviews or depositions 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 (3the “DOJ”), the Federal Trade Commission (“FTC”) or any other Governmental Body in respect of such Antitrust Filings, this Agreement or the transactions contemplated hereby, (iv) promptly inform notify the other party of any material communication to or from between that party and the Federal Trade CommissionFTC, the Department of Justice DOJ or any other Governmental Body regarding in respect of any Antitrust Filings or any inquiry or Proceeding relating to this Agreement or the Merger. The Company transactions contemplated hereby and Parent will consult of any material communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, (v) as permitted by applicable Law and cooperate by the applicable Government Body, discuss with one anotherand permit the other party (and its counsel) to review in advance, and will consider in good faith the views of one anotherother party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ or any other Governmental Body or, in connection with any analysisProceeding by a private party to any other Person, appearancerelating to any Antitrust Filing or inquiry or Proceeding relating to this Agreement, presentationor the transactions contemplated hereby, memorandum(vi) not participate or agree to participate in any material meeting, brieftelephone call or discussion with the FTC, argumentthe DOJ or any other Governmental Body in respect of any Antitrust Filing, opinion investigation or proposal made inquiry relating to this Agreement or submitted the transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Body, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (vii) as permitted by applicable Law and by the applicable Governmental Body, furnish the other party promptly with copies of all material correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ or any other Governmental Body or members of their respective staffs on the other hand, with respect to any Antitrust Filing, inquiry or Proceeding relating to the effect of an Antitrust Law on this Agreement or the transactions contemplated hereby, (viii) if any Governmental Body initiates oral communication regarding Antitrust Laws, promptly notify the other party of the substance of such communication and (ix) act in good faith and reasonably cooperate with the other party in connection with any Legal Proceeding Antitrust Filings and in connection with resolving any investigation or inquiry of any such agency or other Governmental Body under or relating to the HSR Act or any other federal Antitrust Law with respect to any such Antitrust Filing, this Agreement or state antitrust the transactions contemplated hereby. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or fair trade lawoutside economic consultants to employees, officers, or directors of the recipient without advance written consent of the party providing such materials. (b) In furtherance and not in limitation of the foregoing (except, for the avoidance of doubt, it is the intent of the parties hereto that the actions required to be taken by Parent under this Section 7.4(b) shall only be required to be taken to the extent necessary to permit the Merger to close prior to the End Date and not to the extent necessary to permit the Merger to close as promptly as reasonably practicable), Parent shall, to the extent necessary to permit the Merger to close prior to the End Date, take any and all steps necessary to (i) resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any Antitrust Law and (ii) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Order that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby. Without limiting the foregoing, Parent shall, to the extent necessary to permit the Merger to close prior to the End Date, propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition or license, and otherwise take or commit to take actions that after the Closing Date would limit Parent’s and its Affiliates’ freedom of action, ownership or control with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, product lines or services of the Company or any of its Subsidiaries or any interest or interests therein (each a “Divestiture Action”). If requested by Parent, the Company shall agree to such Divestiture Action, provided that any such agreement or action is conditioned upon consummation of the Merger. In additionfurtherance of the foregoing, except as may be prohibited by Parent shall, to the extent necessary to permit the Merger to close prior to the End Date, negotiate in good faith with all applicable Governmental Bodies and private parties to enter into any Governmental Body or by any Legal Requirement, requisite definitive agreements in connection with any Legal Proceeding under of the foregoing following Parent’s receipt of any request for additional information and documentary material from the FTC or the DOJ or the commencement of any second phase investigation by any such Governmental Body. (c) Notwithstanding anything in this Agreement to the contrary, but without limiting the scope of the commitments in Section 7.4(b), Parent shall, on behalf of the parties, control and lead all communications and strategy relating to Antitrust Laws and litigation matters relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal ProceedingAntitrust Laws (provided that the Company is not prohibited from complying with applicable Law), each subject to good faith consultations with the Company, the inclusion of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating meetings with Governmental Bodies with respect to any such Legal Proceeding discussion related to the Merger under Antitrust Laws, and all other obligations to have access cooperate and share information pursuant to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingSection 7.4(a).

Regulatory Approvals. The (a) Each of Parent, MergerLLC, REG and the Company and Parent shall use all their respective commercially reasonable efforts to file(i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, as soon appropriate, as practicable promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this AgreementAgreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all noticessuch documents to the non-filing parties prior to filing and considering all reasonable additions, reports deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Parent shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be filed made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Body Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Merger transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to submit promptly any additional information requested by any take such Governmental Body. Without limiting action as may be required to cause the generality expiration of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Parent, MergerLLC, REG or the Company nor any of their respective Affiliates shall be required, in connection with the Merger. The Company and Parent shall respond as promptly as practicable to matters covered by this Section 6.4, (i) to pay any inquiries or requests received from amounts (other than the Federal Trade Commission or the Department payment of Justice for additional information or documentation filing fees and expenses and fees of counsel), (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any inquiries of its or requests received from any state attorney general its Affiliates’ businesses, product lines or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger assets, or any of the other transactions contemplated by this AgreementPurchased Assets, (2iv) keep to agree to any limitation on the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to operation or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each conduct of the Company and Parent will permit authorized Representatives Business, or (v) to waive any of the other party conditions to be present at each meeting this Agreement set forth in Section 7.1 or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding7.2.

Regulatory Approvals. The Company and Parent Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body Entity with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental BodyEntity. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the any notifications required under the HSR Act any applicable antitrust laws in connection with the MergerOffer, the Merger or the other transactions contemplated by this Agreement. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general antitrust authority or other Governmental Body Entity in connection with antitrust or related matters. Each of the Company and Parent shall (1a) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding proceeding by or before any Governmental Body Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (2b) keep the other party informed as to the status of any such Legal Proceedingproceeding or threat, and (3c) promptly inform the other party of any communication to or from any Governmental Entity regarding the Federal Trade CommissionOffer, the Department of Justice Merger or any of the other transactions contemplated by this Agreement. Except as may be prohibited by any Governmental Body regarding the Merger. The Company and Parent Entity or by any law, (y) each party will consult and cooperate with one anotherthe other, and will consider in good faith the views of one anotherthe other, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, and (z) in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceedingsuch proceeding, each of the Company and Parent party will permit authorized Representatives representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body Entity in connection with any such Legal Proceedingproceeding.

Regulatory Approvals. The Company (a) To the extent that any regulatory or other approvals shall be necessary to effect and Parent perform any of the provisions of this Agreement or any of the Related Agreements, the parties hereto shall use all reasonable their best efforts to fileobtain such approvals prior to the date upon which not obtaining such approvals would result in a default of such party’s obligations hereunder. If such approvals have not been obtained by such date, then each party hereto shall not be deemed to be in default of its obligations hereunder so long as such party is in good faith diligently using its best efforts to obtain such approvals as soon as practicable practicable. To the extent that any such regulatory approval is not obtained within a reasonable period of time after such date, Liberty Mutual and Agency Markets shall in good faith use their best efforts to find and effect an alternative means to achieve the date same or substantially the same result as that contemplated by such provision. (b) Prior to the First Trigger Date, Liberty Mutual shall, and shall cause the other members of this Agreementthe Liberty Mutual Affiliated Group to, all noticesand Agency Markets shall, reports and shall cause its Subsidiaries to, use commercially reasonable assistance making any required filings with or obtaining any required approvals or non-disapprovals from, the applicable insurance regulators in connection with any agreements for affiliate transactions, whether such transactions are between (i) members of the Liberty Mutual Affiliated Group, on the one hand, and Subsidiaries of Agency Markets, on the other documents required hand or (ii) two (2) or more Subsidiaries of Agency Markets (to the extent the agreement is approved by Liberty Mutual, if required), including any services agreements to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act entered into in connection with the Merger. The Company and Parent shall respond as promptly as practicable transfer of Agency Markets Dedicated Employees pursuant to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingSection 4.2.

Regulatory Approvals. (a) The Company Parties shall, as promptly as practicable, prepare and Parent shall file all necessary documents, registrations, statements, petitions, filings and applications for the Key Regulatory Approvals and use all their commercially reasonable efforts to fileobtain and maintain all Key Regulatory Approvals. In any event, as soon as practicable no later than 15 business days after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date execution of this Agreement, the Parties shall prepare and file the notifications required under their respective notification and report form pursuant to the HSR Act and Hecla shall file a request to the Commissioner for an Advance Ruling Certificate or, in the alternative, a No-Action Letter and an application for review under Part IV of the Investment Canada Act. (b) If the Competition Act Approval has not been obtained within 15 business days following Hecla’s submission of a request to the Commissioner for an Advance Ruling Certificate or No-Action Letter then, at any time thereafter, either Party may notify the other Party of its intention to submit a Notification, in which case both Parties shall submit a Notification as soon as reasonably practicable, and in any event within ten business days following the delivery of such notice (or such other period of time mutually agreed to in writing between the Parties), both Hecla and Aurizon shall submit a Notification, unless the Competition Act Approval has been obtained. (c) The Parties shall cooperate with one another in connection with obtaining the Merger. The Company Key Regulatory Approvals including promptly providing one another with all information necessary to file all necessary, or in the reasonable opinion of either Party, documents, registrations, statements, petitions, filings and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from applications for the Federal Trade Commission or the Department Key Regulatory Approvals and providing one another with copies of Justice for additional all notices and information or documentation and (ii) any inquiries other correspondence supplied to, filed with or requests received from any state attorney general Governmental Entity (except for notices and information which a Party reasonably considers to be confidential or other Governmental Body in connection with antitrust or related matterscommercially sensitive, which such Party shall provide on an “external counsel only” basis). Each of the Company and Parent Party shall (1) give permit the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body Party with respect reasonable advance opportunity to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, review and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one anothercomment upon, and will consider in good faith the views of one anotherthe other Party, any proposed written communications with any Governmental Entity in connection with the Key Regulatory Approvals (except for information which a Party reasonably considered to be confidential or sensitive, which such Party shall provide on an “external counsel only” basis). Neither Party shall participate in any analysis, appearance, presentation, memorandum, brief, argument, opinion material communication or proposal made or submitted participate in any meeting with any Governmental Entity in connection with any Legal Proceeding under the Key Regulatory Approvals without first notifying the other Party and providing the other Party or relating its counsel with a reasonable opportunity to the HSR Act participate or any other federal or state antitrust or fair trade law. In additionattend, except as may be prohibited unless specifically requested otherwise by any Governmental Body or by Entity. (d) The Parties shall use their commercially reasonable efforts to satisfy, as soon as reasonably practicable, any Legal Requirement, requests for information and documentation received from any Governmental Entity in connection with the Key Regulatory Approvals. (e) Each Party shall promptly notify the other Party if it becomes aware that any Legal Proceeding under (i) application, filing, document or relating other submission for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval or other order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated by this Agreement contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. (f) The Parties shall request that the Key Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceedingextent that a public hearing is held, each the Parties shall request the earliest possible hearing date for the consideration of the Company and Parent will permit authorized Representatives Key Regulatory Approvals. (g) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the other party transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. (h) Filing fees payable to any Governmental Entity in connection with the Key Regulatory Approvals shall be present at each meeting shared equally between Hecla and Aurizon. (i) Despite anything to the contrary contained in this Agreement, Hecla is under no obligation to take any steps or conference actions nor to agree to any behavioural remedy including an interim or permanent hold separate order relating to any such Legal Proceeding and Key Regulatory Approval that would, in its sole discretion affect Hecla’s right to have access own, use or exploit Hecla’s or Aurizon’s businesses, operations or assets or any part thereof or to and be consulted in connection with negotiate or agree to the sale, divestiture or disposition by Hecla of those businesses, operations or assets or any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingpart thereof.

Regulatory Approvals. The Company (a) Subject to Section 6.4, each Seller will, and Parent shall use will cause its Subsidiaries to, (i) make or cause to be made all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports filings and other documents submissions required to be filed made by Seller under any applicable Laws for the consummation of the Transactions, if any, (ii) cooperate with Purchaser in exchanging such information and providing such assistance as Purchaser may reasonably request in connection with any Governmental Body with respect filings required to be made by the Merger and the other transactions contemplated by this AgreementPurchaser Group pursuant to Section 6.3(b), and to submit (iii)(A) supply promptly any additional information and documentary material that may be requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company filings made pursuant to this Section 6.3(a) or Section 6.3(b) and Parent shall respond as promptly as practicable (B) use reasonable best efforts to take all actions necessary to obtain all required clearances in connection with such filings. (b) Subject to Section 6.4, Purchaser will, and will cause its Affiliates and Advisors to, (i) make or cause to be made all filings and submissions required to be made by any inquiries or requests received from member of the Federal Trade Commission or Purchaser Group under any applicable Laws for the Department consummation of Justice for additional information or documentation and the Transactions, if any, (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, any Seller in exchanging such information and will consider in good faith the views of one another, providing such assistance as any Seller may reasonably request in connection with any analysisfilings made by any Seller pursuant to Section 6.3(a), appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted and (iii) (A) supply promptly any additional information and documentary material that may be requested in connection with any Legal Proceeding under the filings made pursuant to this Section 6.3(b) or relating Section 6.3(a) and (B) use reasonable best efforts to take all actions necessary to obtain all required clearances. (c) Notwithstanding anything to the HSR Act contrary herein, Purchaser shall, at Purchaser’s sole cost and expense, prepare, submit and diligently prosecute applications, filings, submissions and other documents for the transfer, assignment or reissuance to Purchaser of any other federal or state antitrust or fair trade law. In additionPermits required under Law (including Environmental Law), except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection and Sellers shall reasonably cooperate with any Legal Proceeding under or relating to Purchaser obtain the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each relevant issuing agency’s approval of the Company transfer, assignment, or revocation and Parent will permit authorized Representatives reissuance of such Permits. (d) This Section 6.3 shall not apply to efforts related to Antitrust Laws, which shall be governed by the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted obligations set forth in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal ProceedingSection 6.4 below.

Regulatory Approvals. The Company (a) Parent, Purchaser and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required Sellers will (i) make or cause to be filed with made all filings required of each of them or any Governmental Body of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the Merger transactions contemplated hereby as promptly as practicable and, in any event, within 10 Business Days after the entry of the Bidding Procedure Order in the case of all filings required under the HSR Act and within four weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents or other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing 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 will use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other such party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and (3) will promptly inform the other party parties hereto of any oral communication to or from the Federal Trade Commissionwith, the Department and provide copies of Justice or written communications with, any other Governmental Body regarding any such filings or any such transaction. No party hereto will independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the Mergerother parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. The Company and Parent Subject to applicable law, the parties hereto will consult and cooperate with one another, and will consider in good faith the views of one another, another in connection with any analysisanalyses, appearanceappearances, presentationpresentations, memorandummemoranda, briefbriefs, argumentarguments, opinion or proposal opinions and proposals made or submitted in connection with by or on behalf of any Legal Proceeding under or party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating competitively sensitive material provided to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the Company recipient and Parent will permit authorized Representatives not be disclosed by such outside counsel to employees, officers or directors of the other party to be present at each meeting recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any documentPurchaser, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingas the case may be).

Regulatory Approvals. The Company (a) Except for the filings and Parent notifications made pursuant to the Premerger Notification Rules (as defined below) or other applicable Antitrust Laws (as defined below) to which Section 5.4(b), and not this Section 5.4(a), shall use all reasonable efforts to fileapply, as soon as practicable after promptly following the date execution of this Agreement, the parties shall proceed to prepare and file with the appropriate Governmental Entities all noticesauthorizations, reports consents, notifications, certifications, registrations, declarations and filings that are necessary in order to consummate the transactions contemplated by this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each other documents in the prosecution of, such matters. (b) As promptly as reasonably practicable, but in no event later than 60 calendar days (assuming the parties to this Agreement have received from the other party all the information required to make all of their premerger notification filings), following the execution of this Agreement the parties shall make all premerger notification filings pursuant to the pre-merger notification rules (the "Premerger Notification Rules"). Each of Parent and the Company shall (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings under any Premerger Notification Rules; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to any Antitrust Authority, and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Merger and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party's reasonable comments in any communication given by it to any Antitrust Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case regarding the Merger and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 5.4(b), Parent and the Company shall each use its reasonable best efforts to ensure the prompt expiration of any applicable waiting period under any Premerger Notification Rules or approval by the relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 5.4(b), Parent and the Company shall each use its reasonable best efforts to respond to and comply with any request for information regarding the Merger or filings under any Premerger Notification Rules from any Governmental Entity charged with enforcing, applying, administering, or investigating any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position (collectively, "Antitrust Laws"), including the European Commission or any other competition authority of any jurisdiction ("Antitrust Authority"). Parent shall be filed entitled to direct any proceedings or negotiations with any Antitrust Authority or other Person relating to the foregoing Merger or filings under any Premerger Notification Rules, provided that it shall afford the Company a reasonable opportunity to participate therein. Neither party shall initiate any meeting or discussion with any Governmental Body Entity with respect to any filings, applications, investigation, or other inquiry regarding the Merger or filings under any Premerger Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of either party, shall be limited to outside antitrust counsel only); provided, however, that the Company shall not initiate any offer to any Governmental Entity with respect to any proposed Divestiture Action. Notwithstanding anything herein to the contrary, Parent shall take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, shall enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Antitrust Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company and provided that any such action may, at the discretion of the Parent, be conditioned upon consummation of the Merger) (each a "Divestiture Action") to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger, ("Antitrust Prohibition") and to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the Termination Date. In the event that any action is threatened or instituted challenging the Merger and as violative of any Premerger Notification Rule or other Antitrust Law, Parent shall take all action necessary, including but not limited to any Divestiture Action, to avoid or resolve such action. 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 restrain, enjoin or otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, and to submit Parent shall take promptly any additional and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date. The parties shall take reasonable efforts to share information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required protected from disclosure under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreementattorney-client privilege, (2) keep the other party informed as to the status of any such Legal Proceedingwork product doctrine, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice joint defense privilege or any other Governmental Body regarding privilege pursuant to this section so as to preserve any applicable privilege. (c) Parent and Merger Sub and any of their respective Affiliates shall not take any action with the Merger. The Company and Parent will consult and cooperate with one anotherintention to, and will consider in good faith or that could reasonably be expected to, hinder or delay the views obtaining of one another, in connection with clearance or any analysis, appearance, presentation, memorandum, brief, argument, opinion necessary approval of any Antitrust Authority under an Premerger Notification Rule or proposal made Antitrust Law or submitted in connection with any Legal Proceeding the expiration of the required waiting period under or relating to the HSR Act Premerger Notification Rules or any other federal or state antitrust or fair trade law. In additionAntitrust Laws, except as may be prohibited necessary, in its good faith judgment, to resist or reduce the scope of a Divestiture Action but in no event shall any delay caused by any Governmental Body such action extend beyond the Termination Date. (d) If any Divestiture Action agreed to by Parent requires action by or by any Legal Requirement, in connection with any Legal Proceeding under or relating respect to the HSR Act Company or any other federal its Subsidiaries or state antitrust its or fair trade law their businesses or any other similar Legal Proceedingassets, each and such action would constitute a breach of this Agreement, the Parent hereby agrees to consent to the taking of such action by the Company and Parent will permit authorized Representatives any such action may, at the discretion of the other Company, be conditioned upon consummation of the Merger. (e) Notwithstanding anything else contained herein, the provisions of this Section 5.4 shall not be construed to require either party to be present at each meeting undertake any efforts, or conference relating to take or consent to any action, if such Legal Proceeding efforts, action or consent would be reasonably likely to result in a material adverse effect on the business, operations, financial condition or results of operations of the combined business of Parent and the Company after giving effect to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceedingthe consummation of the transactions contemplated hereby.