Common use of Required Efforts Clause in Contracts

Required Efforts. (a) On the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary or advisable under this Agreement and applicable Law to consummate and make effective, as promptly as reasonably practicable, the Transactions, including (a) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and using reasonable best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) subject to Section 2.3 and the terms of this Section 6.1, obtaining all necessary or advisable Consents, and (c) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Ancillary Agreements. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1, and subject to applicable Law, shall furnish to the other Party as promptly as reasonably practicable all information required for obtaining any such necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1; provided, however, that such materials may be redacted (x) to remove references concerning valuation, (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 such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.1 as “outside counsel only.” Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties the opportunity to attend and participate in any meetings and conferences with Governmental Authorities, in each case in connection with the matters contemplated by this Section 6.1. If any Party receives a request for additional information or documentary material from any Governmental Authority in connection with the matters contemplated by this Section 6.1, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. Subject to Section 2.3, nothing in this Section 6.1 shall be construed to (x) require any of the Parties or any of the members of their respective Groups to pay any consideration to any Third Party from whom any Consent or Governmental Approval is requested, other than filing fees paid to Governmental Authorities and immaterial administrative or legal costs and expenses, (y) require any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, any assets, properties, rights or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell Group or the VMware Group or (z) require or permit any Party or any of the members of its Group to sell, divest or dispose of (or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its Group. (b) Neither Party shall, and each shall cause its respective members of its Group not to, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates to consummate timely the Transactions (or the satisfaction of the conditions set forth in Article VII) on or prior to the Distribution Date.

Required Efforts. (a) On the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary or advisable under this Agreement and applicable Law to consummate and make effective, as promptly as reasonably practicable, the Transactions, including (a) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and using taking all reasonable best efforts steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) subject to Section 2.3 1.02 and the terms of this Section 6.17.03, obtaining all necessary or advisable Consents, and (c) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents. In connection with and without limiting the foregoing, each of the Parties shall use reasonable best efforts to (i) ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Document and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Document, use reasonable best efforts to ensure that the Match Merger and the Ancillary Agreementsother Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1, and subject to applicable Law, shall furnish to the other Party as promptly as reasonably practicable all information required for obtaining any such necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1; provided, however, that such materials may be redacted (x) to remove references concerning valuation, (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 such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.1 as “outside counsel only.” 7.03. Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties the opportunity to attend and participate in any meetings and conferences with Governmental AuthoritiesEntities, in each case in connection with the matters contemplated by this Section 6.17.03. If any Party receives a request for additional information or documentary material from any Governmental Authority in connection with the matters contemplated by this Section 6.1, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. Subject to Section 2.3, nothing Nothing in this Section 6.1 7.03 shall be construed to (x) require any of the Parties or any of the members of their respective Groups to pay any consideration to any Third Party from whom any Consent or Governmental Approval is requested, other than filing fees paid to Governmental Authorities and immaterial administrative or legal costs and expensesEntities, (y) require any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, ) any assets, properties, rights or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell New IAC Group or the VMware New Match Group or (z) require or permit any Party or any of the members of its Group to sell, divest or dispose of (or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its Group. (b) Neither Party shall, and each shall cause its respective members of its Group not to, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates to consummate timely the Transactions (or the satisfaction of the conditions set forth in Article VII) on or prior to the Distribution Date.

Required Efforts. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties Party shall use reasonable use, and shall cause its Affiliates to use, its best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective, effective the transactions contemplated by this Agreement as promptly soon as reasonably practicable, possible and in any event prior to the Transactions, including (a) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and using reasonable best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, Outside Date. (b) In furtherance and not in limitation of Section 6.4(a), each Party shall, and shall cause its Affiliates to, cooperate in good faith to obtain all Consents required by the terms of any Contracts with Third Parties or Permits in connection with the transactions contemplated by this Agreement; provided, however, that, subject to Section 2.3 6.4(d), neither Party shall be obligated to pay any material amount as consideration therefor to, or make any material financial accommodation in favor of, the Person or Governmental Authority from whom such Consent is sought, other than filing and the terms of this Section 6.1, obtaining all necessary or advisable Consents, and processing fees. (c) executing In furtherance and delivering any additional instruments necessary not in limitation of Section 6.4(a) but subject to consummate Section 6.4(e), each Party shall (i) if required by the Transactions HSR Act, submit no later than ten Business Days after the date hereof a Notification and to fully carry out the purposes of this Agreement and the Ancillary Agreements. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals Report Form pursuant to this Section 6.1, and subject to applicable Law, shall furnish the HSR Act (an “HSR Filing”) with respect to the other Party transactions contemplated by this Agreement, (ii) submit as promptly as reasonably practicable after the date hereof (A) any appropriate filings required pursuant to other Antitrust Laws in connection with the transactions contemplated by this Agreement and (B) any other necessary filings with other Governmental Authorities in connection with the transactions contemplated by this Agreement, (iii) supply, and assist and cooperate with the other Party in supplying, as promptly as practicable any additional information and documentary material that may be formally requested pursuant to such Laws or by such Governmental Authorities (including any “second request”, civil investigative demand, subpoena or other similar request pursuant to compulsory process) and (iv) use its best efforts to take, or cause to be taken, all information required for obtaining actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things necessary, proper or advisable to cause the expiration or termination of any such applicable waiting periods and the receipt of any applicable Governmental Approvals as may be necessary or advisable Consents in order to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably possible. (d) For purposes of this Section 6.4, the “best efforts” of each Party shall include, subject to Section 6.4(e), taking all actions and doing all things necessary, proper or advisable to resolve as soon as reasonably possible and in any event prior to the Outside Date such objections, if any, as may be asserted by any Governmental Approvals Authority or any other Person pursuant to the HSR Act (regardless of whether such Party is required to submit an HSR Filing) or any other applicable Laws with respect to this Section 6.1Agreement or the transactions contemplated hereby, including by (i) defending any lawsuits or other Proceedings instituted, or threatened to be instituted, by any Person, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, (ii) attempting to have repealed, rescinded or made inapplicable any Law, and to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Order (whether temporary, preliminary or permanent) or other legal restraint or prohibition that is enacted, issued, promulgated, enforced or entered by a Governmental Authority that would restrain, enjoin, make illegal or otherwise prohibit or delay the consummation of the transactions contemplated by this Agreement or (iii) proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, (A) (1) any requirement to divest, hold separate or otherwise dispose of any Peabody Contributed Assets or any Arch Contributed Assets, (2) any requirement to conduct the business of the Peabody Business or the Arch Business in a specified manner, (3) any requirement to terminate any existing relationship, contractual rights or obligations, (4) any requirement to create any relationship, contractual rights or obligations or (5) any other limitation on its ability to, or the manner in which it does, operate, conduct or exercise decision-making over the Peabody Business or the Arch Business (any such action or limitation described in clauses (1) through (5), a “Restriction”) or (B) any requirement to modify the terms of this Agreement or the other Transaction Documents in order to modify the activities or business to be conducted by the JV Entities or the scope of the Contributed Assets (any such action or limitation described in this clause (B), a “Transaction Modification”), in each case as may be necessary to cause the conditions set forth in Sections 7.1(a), 7.1(b) and 7.1(c) to be satisfied prior to the Outside Date; provided, however, that such materials may neither Party shall be redacted required to agree to, accept or undertake any Restrictions that are not conditioned on the Closing. (xe) to remove references concerning valuation, (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 such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.1 as “outside counsel only.” Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties the opportunity to attend and participate in any meetings and conferences with Governmental Authorities, in each case in connection with the matters contemplated by this Section 6.1. If any Party receives a request for additional information or documentary material from any Governmental Authority in connection with the matters contemplated by this Section 6.1, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. Subject to Section 2.3, nothing Nothing in this Section 6.1 6.4 shall be construed to (x) require any of the Parties Peabody or Arch or any of the members of their respective Groups Affiliates to pay agree to, accept or undertake (i) any consideration Restriction relating to any Third Party from whom any Consent Excluded Assets or Governmental Approval is requested, other than filing fees paid to Governmental Authorities and immaterial administrative or legal costs and expenses, (y) require any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, any assets, propertiescategories of assets, rights Subsidiaries or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect Affiliates not relating to the businesses, governance, governing documents, management or otherwise of the Dell Group Peabody Business or the VMware Group Arch Business or (z) require or permit any Party or any of the members of its Group to sell, divest or dispose of (or offer or commit to sell, divest or dispose ofii) any asset, property, right Restrictions or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its Group. (b) Neither Party shall, and each shall cause its respective members of its Group not to, take any action Transaction Modifications if such actionRestrictions and Transaction Modifications, individually or in the aggregate, would, or would reasonably be expected to materially reduce the synergies and other economic benefits expected to be realized through the formation of, and the transfer of the Peabody Business and the Arch Business to, delay the JV Company. In the event that Peabody, Arch or prevent any of their respective Affiliates is required to divest or materially delay otherwise dispose of (or impair hold separate and commit or agree to divest or otherwise dispose of) any Peabody Contributed Assets or any Arch Contributed Assets, (x) all net after-Tax proceeds from such divestiture or disposal shall be contributed to the ability JV Company at the Closing (or, if later, promptly upon receipt of either such proceeds) for no additional consideration and (y) the Parties shall cause the JV Company, effective as of the Closing, to assume any Liabilities, including any indemnification obligations, in connection with such divestiture or disposal. (f) The Parties shall jointly direct and control all aspects of the Parties’ efforts to obtain any Governmental Approvals with respect to the transactions contemplated by this Agreement (including the termination or expiration of the waiting period under the HSR Act), including in any Proceeding initiated by any Governmental Authority, and shall jointly develop the Parties’ strategy or appropriate course of action with respect to obtaining such Governmental Approvals. Each Party shall (i) promptly notify the other Party or its counsel of any substantive communication, inquiry or investigation received by such Party from, or given by it to, any Governmental Authority and, to the extent reasonably practicable and permitted by applicable Law, permit the other Party to review in advance any proposed substantive communication to any such Governmental Authority and consider the other Party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable and permitted by such Governmental Authority, such Party gives the other Party the opportunity to attend and participate therein and (iii) promptly furnish the other Party with copies of all correspondence, filings and written communications between them and their respective Affiliates, and Representatives, on the one hand, and any such Governmental Authority or its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby in order for such other Party to meaningfully consult and participate in accordance with this Section 6.4(f); provided, however, that any materials furnished pursuant to this Section 6.4(f) may be redacted or restricted to external legal counsel to the extent necessary to comply with applicable Laws relating to the exchange of information and to address reasonable attorney-client privilege or other relevant legal privilege or confidentiality concerns. Notwithstanding the foregoing, in the event of any dispute between the Parties relating to the strategy or appropriate course of action or the content of any submission made in connection with the Parties’ efforts to obtain any Governmental Approvals with respect to the transactions contemplated by this Agreement (including the termination or expiration of the waiting period under the HSR Act), where such dispute cannot be resolved through a good faith effort involving the Parties’ respective internal counsel, Peabody shall have the right, in its sole discretion, to make the final determination with respect to such matter; provided, however, that each Party shall not, and shall cause its Affiliates not to, propose any Restriction or any Transaction Modification to any Governmental Authority or commit to or effect any Restriction or any Transaction Modification, in each case without the prior written consent of the other Party. (g) Unless otherwise recommended by outside counsel to each of Arch and Peabody after consultation with the SEC, Arch shall, as soon as reasonably possible, but in no event later than 60 days after the date hereof, file with the SEC an application for an order to be issued by the SEC either (i) pursuant to Section 3(b)(2) of the 1940 Act declaring that Arch is primarily engaged in a business other than that of investing, reinvesting, owning, holding, or trading in securities, or, alternatively, (ii) pursuant to Section 6(c) of the 1940 Act granting Arch an exemption from all provisions of the 1940 Act (any such order, an “ICA Order”). Arch shall use, and shall cause its Affiliates to consummate timely the Transactions use, its best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain an (or the satisfaction of the conditions set forth x) ICA Order as soon as reasonably possible and in Article VII) on or any event prior to the Distribution Outside Date and (y) opinion of counsel described in Section 7.3(e), including delivering representation letters dated as of the Closing Date and signed by an officer of Arch, in customary form and substance, to such counsel containing representations of Arch as may be necessary or appropriate to enable such counsel to render an opinion described in Section 7.3(e) on the Closing Date; provided, however, that nothing in this Section 6.4(g) shall require Arch to purchase or divest any assets. Arch shall keep Peabody fully informed on a timely basis of the status of its application for the ICA Order and shall supply as promptly as practicable any additional information and documentary material that may be requested by the SEC in connection with the application for the ICA Order.

Required Efforts. (a) On the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto shall (and shall cause each of their respective Affiliates to) use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties hereto in doing, all things necessary or advisable under this Agreement Agreement, each other Transaction Document and applicable Law to consummate and make effective, as promptly as reasonably in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to (ai) obtaining obtain all necessary or advisable Governmental Approvals and making make all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and using take all reasonable best efforts steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Authority, (bii) subject to the second sentence of Section 2.3 and the terms of this Section 6.16.04(f), obtaining obtain all necessary or advisable Consents, (iii) defend against any Actions challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (civ) executing execute and delivering deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents, other than, in the case of each of clauses (i) through (iv), with respect to registrations, filings and other Governmental Approvals relating to Review Laws, which are the subject of Sections 6.04(b) and 6.04(f). In connection with and without limiting the foregoing, each of the parties hereto shall use reasonable best efforts to (A) ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Document and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Document, use reasonable best efforts to ensure that the Merger and the Ancillary Agreementsother Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the Parties parties hereto shall keep the other Parties parties hereto reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.16.04(a). (b) In furtherance and not in limitation of the foregoing, each of the parties hereto shall (and subject shall cause each of their respective Affiliates to) (i) file, or cause to applicable Lawbe filed, shall furnish to the other Party as promptly as reasonably practicable after the date hereof, all notification and report forms that may be required under the HSR Act or other antitrust, competition or pre-merger notification or trade regulation or foreign direct investment Law or order of any jurisdiction (collectively, “Review Laws”) with respect to the Transactions; provided that (A) each of the parties hereto shall (and shall cause each of their respective Affiliates to) file, or cause to be filed, all notifications and report forms that may be required under the HSR Act and (B) Parent and Merger Sub shall (and shall cause each of their respective Affiliates to) file, or cause to be filed, the UK NSIA Notice, in the case of each of clauses (A) and (B), no later than twenty (20) Business Days after the date hereof, (ii) use reasonable best efforts to supply as promptly as practicable any additional information required for obtaining and documentary material that may be requested by any such Governmental Authority pursuant to the HSR Act or any other applicable Review Law and (iii) subject to Sections 6.04(c) and 6.04(e), use reasonable best efforts to take or cause to be taken, all other actions, and to do, or cause to be done, all other things reasonably necessary or advisable Consents to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Review Laws and to obtain all Governmental Approvals pursuant to this Section 6.1; provided, however, under any Review Laws that such materials may be redacted required by any Governmental Authority with competent jurisdiction, so as to enable the parties hereto to consummate and make effective, in the most expeditious manner practicable, the Transactions. Each of the parties hereto shall (xand shall cause each of their respective Affiliates to) use reasonable best efforts to remove references concerning valuation, (y) as necessary cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority by any Person relating to comply any Review Laws in connection with contractual arrangementsthe Transactions and in connection with any Action relating to any Review Laws in connection with the Transactions, and each of the parties hereto shall (zand shall cause each of their respective Affiliates to) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to keep the other under this Section 6.1 as “outside counsel only.” parties reasonably informed of its progress in obtaining any necessary or advisable Governmental Approvals relating to Review Laws in connection with the Transactions. Subject to applicable Law, and to the extent reasonably practicable, each of the Parties parties hereto shall (and shall cause each of their respective Affiliates to) consult with the other Parties parties hereto in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on by such written materialsparty or its Affiliates, and, to the extent permitted by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties parties hereto the opportunity to attend and participate in any meetings and conferences with Governmental Authorities, in each case in connection with the matters contemplated by this Section 6.16.04(b). If Notwithstanding the foregoing in this Section 6.04(b), each of the parties hereto (and each of their respective Affiliates) may, as each reasonably deems necessary or advisable: (x) designate any Party receives a request for additional competitively sensitive material provided to the others under this Section 6.04(b) as “outside counsel only” and 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 documentary material directors of the recipient unless express written consent is obtained in advance from the source of the materials; (y) redact documents and information as necessary to comply with contractual obligations, as necessary to avoid adversely impacting or jeopardizing any legal privilege or work product doctrine or as necessary to protect personal information; and (z) exclude the others from any meeting, conference, videoconference or telephone call (or portion thereof) with any Governmental Authority in connection to the extent it addresses any matters related to any information of the nature contemplated by the foregoing clauses (x) and (y). None of the parties hereto shall (and each of the parties hereto shall cause each of their respective Affiliates not to) voluntarily extend any waiting period under the HSR Act or any other applicable Review Law or enter into any agreement with any Governmental Authority to delay or not to consummate the Transactions except with the matters contemplated by this Section 6.1prior written consent of the other parties (such consent not to be unreasonably withheld, then such Party will endeavor in good faith delayed or conditioned). (c) Without limiting the foregoing, each of Parent and Merger Sub agrees to make(and shall cause each of their respective Affiliates to) take, or cause to be madetaken, all actions, and to do, or cause to be done, all things necessary or advisable under this Agreement, each other Transaction Document and applicable Law to eliminate each and every impediment to obtaining all necessary or advisable Governmental Approvals, so as soon to enable the Closing to occur as reasonably practicable promptly as practicable, and after consultation with in any event no later than the other PartyEnd Date, an appropriate response in compliance with such request. Subject including, subject to Section 2.36.04(f), (i) agreeing to conditions imposed or requested by any Governmental Authority and proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of assets or businesses of Parent, Merger Sub or any of their respective Affiliates or of Company or any of the Company Subsidiaries and (ii) accepting any operational restrictions (including through a voting trust agreement, proxy agreement or similar arrangement), or otherwise proposing, negotiating, taking or committing to take or not to take actions that limit any of Parent’s, Merger Sub’s or any of their respective Affiliates’ (including, after the Effective Time, the Surviving Corporation and its Subsidiaries’) freedom of action with respect to, or the ability of any of them to retain or freely operate, any of the assets, properties, licenses, rights, operations or businesses of Parent, Merger Sub or any of their respective Affiliates or of Company or any of the Company Subsidiaries, in each case as may be required in order to obtain all necessary or advisable Governmental Approvals or to avoid the entry of, or to effect the lifting, vacating or dissolution of, any order in any Action, which would otherwise have the effect of preventing, delaying or making it materially more difficult to consummate the Transactions; provided, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 6.1 6.04 or any other provision of any Transaction Documents shall require Parent to agree to take any action with respect to (A) any investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with Parent; or (B) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity, other than, in the case of each of clause (A) and clause (B), with respect to Parent and Parent’s Subsidiaries. (d) Xxxxxx and Merger Sub shall be construed responsible for all filing fees due in connection with any necessary or advisable Governmental Approval. (e) Each party hereto shall not (and shall cause its Affiliates not to) without the prior written consent of each other party hereto, in connection with obtaining any Consents or Governmental Approvals hereunder, or in connection with otherwise complying with any provisions of this Agreement or any other Transaction Document, agree or consent to, or offer to agree or consent to, (xA) require the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing, (B) any amendments or modifications to any of the Parties terms of this Agreement or any other Transaction Document or (C) any hold separate, sale, divestiture, license or disposition of, or restriction or limitation with respect to, any of the members assets or businesses of their respective Groups to pay any consideration to any Third Party from whom any Consent or Governmental Approval is requested, the Vista Outdoor Business (other than filing fees paid to Governmental Authorities and immaterial administrative as expressly contemplated by the CSG-Vista Outdoor Merger Agreement) or legal costs and expenses, (y) require any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, any assets, properties, rights or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell Group or the VMware Group or (z) Vista Outdoor Business. Nothing in this Section 6.04 shall be construed to require or permit any Party Company or any of the members of its Group Subsidiaries to sellpay any consideration to, divest or dispose of (grant any accommodations to, any third party from whom any Consent or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its GroupGovernmental Approval is requested. (bf) Neither Party shallWithout limiting the generality of anything contained in this Section 6.04, each of the parties hereto shall (and each shall cause its their respective members Affiliates to) within five calendar days after the Closing, prepare and file with DDTC a notification of its Group not to, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates changes pursuant to consummate timely the Transactions (or the satisfaction Section 122.4(a) of the conditions set forth in Article VII) on or prior to the Distribution DateITAR.

Required Efforts. (a) On the terms Purchaser and subject to the conditions set forth in this AgreementSeller shall, each of the Parties and shall cause their respective Affiliates to, use their reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary necessary, proper or advisable under this Agreement and any applicable Law Laws to consummate and make effectiveeffective in the most expeditious manner possible the transactions contemplated by this Agreement and the Ancillary Agreements, as promptly as reasonably practicableincluding: (i) preparing and filing all filings, forms, registrations, and notifications required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including all the filings, forms, registrations, notifications and other actions described in Section 5.3(a)(i) of the Seller Disclosure Schedule (collectively, the Transactions, including “Required Actions”)); (aii) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and using reasonable best efforts to obtain an approval (and cooperate with each other in obtaining) all consents, clearances, expiration or waiver fromtermination of any waiting periods, authorizations, Orders or approvals of, or to avoid an action or proceeding any exemptions by, any Governmental AuthorityAuthority (including those set forth on Section 5.3(a)(ii) of the Seller Disclosure Schedule (collectively, the “Regulatory Approvals”)); (biii) subject to Section 2.3 defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of the transactions contemplated by this Agreement and the terms of this Section 6.1, obtaining all necessary or advisable Consents, Ancillary Agreements; and (civ) executing and delivering any additional instruments necessary to consummate the Transactions transactions contemplated by this Agreement and the Ancillary Agreements and to fully carry out the purposes of this Agreement and the Ancillary Agreements. Each . (b) In furtherance of the covenants in this Section 5.3 and notwithstanding any other provision of this Agreement, (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as violative of any Competition Law, each of the Parties shall keep use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the other transactions contemplated by this Agreement on or before the Outside Date and (ii) the Parties reasonably informed of its progress in obtaining shall take all commercially reasonable actions as may be necessary to avoid or eliminate each and every impediment under any necessary or advisable Consents and Governmental Approvals pursuant applicable Competition Laws so as to this Section 6.1, and subject enable the Closing to applicable Law, shall furnish to the other Party occur as promptly as reasonably practicable all information required for obtaining (and in any such necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1event no later than the Outside Date); provided, however, that notwithstanding anything to the contrary herein, Purchaser and its Affiliates shall not take any action that could materially delay or prevent the consummation of the transactions contemplated by this Agreement before the Outside Date. (c) Purchaser and Seller shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 5.3, and, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised on a current basis of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Purchaser and Seller, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Authority with respect to the transactions contemplated by this Agreement. Subject to applicable Law relating to the exchange of information (including the Confidentiality Agreement), Purchaser and Seller shall permit counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed notifications or filings and any written communications or submissions to any Governmental Authority. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Agreement as “outside counsel only.” Such designated materials, and the information contained therein, shall be given only to the outside legal counsel of the recipient involved in the transactions contemplated by this Agreement and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient unless written permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel in advance of it being shared; it being understood that materials provided pursuant to this Agreement may be redacted (xi) to remove references concerning valuationthe valuation of the Acquired Assets and the Business, (yii) as necessary to comply with contractual arrangements, arrangements and (ziii) as necessary to address reasonable attorneyprivilege concerns. Purchaser and Seller shall not participate in any meeting (whether in-client person, by telephone, or otherwise) with any Governmental Authority in connection with this Agreement or the transactions contemplated by this Agreement, or with any other privilege Person in connection with any proceeding or confidentiality concernsAction by a private party relating to any applicable Competition Laws in connection with this Agreement or the transactions contemplated by this Agreement, to the extent that such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.1 as “outside counsel only.” Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult unless it consults with the other Parties Party in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted not prohibited by the applicable such Governmental Authority and to the extent reasonably practicableAuthority, shall give gives the other Parties Party the opportunity to attend and participate in thereat. (d) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any meetings and conferences with Governmental Authorities, in each case Authority or other third party whose consent or approval is sought in connection with the matters transactions contemplated hereby. Whether or not the transactions contemplated by this Section 6.1. If Agreement and the Ancillary Agreements are consummated in accordance with the terms hereof and thereof, Purchaser shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any Party receives a request for additional information third party or documentary material from any Governmental Authority in connection with the matters contemplated by to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 6.15.3, then such Party will endeavor in good faith to make, Section 5.4 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. Subject to Section 2.3, nothing in this Section 6.1 shall be construed to (x) require any of the Parties or any of the members of their respective Groups to pay any consideration to any Third Party from whom any Consent or Governmental Approval is requested5.5, other than filing the fees paid of and payments to Governmental Authorities Seller’s legal and immaterial administrative or legal costs and expenses, (y) require any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, any assets, properties, rights or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell Group or the VMware Group or (z) require or permit any Party or any of the members of its Group to sell, divest or dispose of (or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its Groupprofessional advisors. (b) Neither Party shall, and each shall cause its respective members of its Group not to, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates to consummate timely the Transactions (or the satisfaction of the conditions set forth in Article VII) on or prior to the Distribution Date.

Required Efforts. (a) On the terms Purchaser and subject to the conditions set forth in this AgreementSeller shall, each of the Parties and shall cause their respective Affiliates to, use their reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary necessary, proper or advisable under this Agreement and any applicable Law Laws to consummate and make effectiveeffective in the most expeditious manner possible the transactions contemplated by this Agreement and the Ancillary Agreements, as promptly as reasonably practicableincluding: (i) preparing and filing all filings, forms, registrations, and notifications required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including all the filings, forms, registrations, notifications and other actions described in Section 5.3(a)(i) of the Seller Disclosure Schedule (collectively, the Transactions“Required Actions”)), including and in the case of filings required under the HSR Act, in no event later than ten (a10) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings Business Days after the date of this Agreement; (including filings with Governmental Authorities, if anyii) and using reasonable best efforts to obtain an approval (and cooperate with each other in obtaining) all Consents, clearances, expiration or waiver fromtermination of any waiting periods, authorizations, Orders or approvals of, or to avoid an action or proceeding any exemptions by, any Governmental AuthorityAuthority (including those set forth on Section 5.3(a)(ii) of the Seller Disclosure Schedule (collectively, the “Regulatory Approvals”)); (biii) subject to Section 2.3 defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of the transactions contemplated by this Agreement and the terms of this Section 6.1, obtaining all necessary or advisable Consents, Ancillary Agreements; and (civ) executing and delivering any additional instruments necessary to consummate the Transactions transactions contemplated by this Agreement and the Ancillary Agreements and to fully carry out the purposes of this Agreement and the Ancillary Agreements. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining , including any necessary or advisable Consents affidavits and Governmental Approvals pursuant to this Section 6.1, and subject to applicable Law, shall furnish to the other Party as promptly as reasonably practicable all information required for obtaining any such necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1; provided, however, that such materials may be redacted certificates (x) to remove references concerning valuation, (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 such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.1 as “outside counsel only.” Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties in advance including full payment certificates with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materialswater bills), andif any, to the extent permitted as are required by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties the opportunity to attend and participate in any meetings and conferences with Governmental Authorities, in each case in connection with the matters contemplated by this Section 6.1. If any Party receives a request for additional information or documentary material from any Governmental Authority in connection with the matters contemplated by this Section 6.1, then such Party will endeavor in good faith transfer 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. Subject to Section 2.3, nothing in this Section 6.1 shall be construed to (x) require any of the Parties Real Property Lease or any of the members of their respective Groups to pay any consideration to any Third Party from whom any Consent or Governmental Approval is requested, other than filing fees paid to Governmental Authorities and immaterial administrative or legal costs and expenses, (y) require any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, any assets, properties, rights or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell Group or the VMware Group or (z) require or permit any Party or any of the members of its Group to sell, divest or dispose of (or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its GroupOwned Real Property. (b) Neither Party shall, and each shall cause its respective members of its Group not to, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates to consummate timely the Transactions (or the satisfaction of the conditions set forth in Article VII) on or prior to the Distribution Date.

Required Efforts. (a) On the terms Purchaser and subject to the conditions set forth in this AgreementSeller shall, each of the Parties and shall cause their respective Affiliates to, use their reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary necessary, proper or advisable under this Agreement and any applicable Law Laws to consummate and make effectiveeffective in the most expeditious manner possible the transactions contemplated by this Agreement and the Ancillary Agreements, as promptly as reasonably practicableincluding: (i) preparing and filing all filings, forms, registrations, and notifications required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including all the filings, forms, registrations, notifications and other actions described in Section 5.3(a)(i) of the Seller Disclosure Schedule (collectively, the Transactions“Required Actions”)), including and in the case of filings required under the HSR Act, in no event later than ten (a10) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings Business Days after the date of this Agreement; (including filings with Governmental Authorities, if anyii) and using reasonable best efforts to obtain an approval (and cooperate with each other in obtaining) all Consents, clearances, expiration or waiver fromtermination of any waiting periods, authorizations, Orders or approvals of, or to avoid an action or proceeding any exemptions by, any Governmental AuthorityAuthority (including those set forth on Section 5.3(a)(ii) of the Seller Disclosure Schedule (collectively, the “Regulatory Approvals”)); (biii) subject to Section 2.3 defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of the transactions contemplated by this Agreement and the terms of this Section 6.1, obtaining all necessary or advisable Consents, Ancillary Agreements; and (civ) executing and delivering any additional instruments necessary to consummate the Transactions transactions contemplated by this Agreement and the Ancillary Agreements and to fully carry out the purposes of this Agreement and the Ancillary Agreements. Each , including any affidavits and certificates (including full payment certificates with respect to water bills), if any, as are required by any Governmental Authority in connection with the transfer to any Real Property Lease or any Owned Real Property. (b) In furtherance of the covenants in this Section 5.3, (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as violative of any Competition Law, each of the Parties shall keep use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement on or before the Outside Date and (ii) Purchaser shall take all actions as may be necessary to avoid or eliminate each and every impediment under any applicable Competition Laws so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise (A) the sale, divestiture or disposition of or otherwise hold separate (including by establishing a trust or otherwise), any Acquired Assets or any businesses or operations of the Business, and (B) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to own the Acquired Assets or operate and/or retain, any businesses or operations of the Business, Purchaser, and Purchaser’s Subsidiaries; provided that, notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.3 or any other Parties reasonably informed provision of this Agreement shall require any of Purchaser or any of its progress Affiliates to agree or otherwise be required to, take any action, including any action contemplated in obtaining clause (i)-(ii) above, (x) that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the condition, assets, liabilities, businesses or results of operations of the Acquired Assets, the Business, Purchaser and Purchaser’s Subsidiaries, taken as a whole, after the Closing Date, provided that for purposes of this Section 5.3(b), a material adverse effect shall be measured relative to the size of the Acquired Assets and the Business, taken as a whole, or (y) in any necessary respect whatsoever with respect to any of Purchaser’s current or advisable Consents future Affiliates (including Stonepeak Partners LP (“SIP”) and Governmental Approvals any investment funds or investment vehicles affiliated with, or managed or advised by, SIP or any portfolio company (as such term is commonly understood in the private equity industry) or investment of SIP or of any such investment fund or investment vehicle), or any interest therein, other than, subject to (x) (as modified by the immediately succeeding proviso), with respect to the Acquired Assets, the Business, Purchaser and Purchaser’s Subsidiaries; provided, further, that, subject to and without limiting the foregoing clause (y), but otherwise notwithstanding anything to the contrary herein, Purchaser and its Subsidiaries shall not following the date hereof and prior to Closing acquire or make any investment in any Person, or take any action with respect thereto, that would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement before the Outside Date. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 6.15.3(b) nor the impact thereof on the Acquired Assets or the Business shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. Notwithstanding anything herein to the contrary, neither Purchaser, Seller nor any respective Subsidiary shall be obligated to take or agree or commit to take any such action (1) that is not conditioned on the Closing or (2) that relates to or impacts the Excluded Assets. In no event shall Seller or any Seller Subsidiary propose, negotiate, effect or agree to any action contemplated by clauses (i)-(ii) above without the prior written consent of Purchaser. (c) Purchaser and Seller shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and subject any other actions pursuant to this Section 5.3, and, to the extent not prohibited by applicable Law, Purchaser and Seller shall furnish each keep the other apprised on a current basis of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Purchaser and Seller, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Authority with respect to the transactions contemplated by this Agreement. Subject to applicable Law relating to the exchange of information (including the Confidentiality Agreement), Purchaser and Seller shall permit counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith, the views of the other Party in connection with, any proposed notifications or filings and any written communications or submissions to any Governmental Authority. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Agreement as promptly “outside counsel only.” Such designated materials, and the information contained therein, shall be given only to the outside legal counsel of the recipient involved in the transactions contemplated by this Agreement and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient unless written permission is obtained in advance from the source of the materials (Purchaser or Seller, as reasonably practicable all information required for obtaining any such necessary the case may be) or advisable Consents and Governmental Approvals its legal counsel in advance of it being shared; it being understood that materials provided pursuant to this Section 6.1; provided, however, that such materials Agreement may be redacted or withheld (xi) to remove references concerning valuationthe valuation of the Acquired Assets and the Business, (yii) as necessary to comply with contractual arrangements, arrangements and (ziii) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsconcerns (including with respect to other business segments of Purchaser). Purchaser and Seller shall not participate in any meeting (whether in-person, by telephone, or otherwise) with any Governmental Authority in connection with this Agreement or the transactions contemplated by this Agreement, or with any other Person in connection with any proceeding or Action by a private party relating to any applicable Competition Laws in connection with this Agreement or the extent that such materials are covered transactions contemplated by attorney-client or other privilege; providedthis Agreement, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided unless it makes reasonable best efforts to the other under this Section 6.1 as “outside counsel only.” Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties Party in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted not prohibited by the applicable such Governmental Authority and to the extent reasonably practicableAuthority, shall give gives the other Parties Party the opportunity to attend and participate thereat. Notwithstanding anything to the contrary in this Agreement, Purchaser shall have the right to determine and direct strategy and timing, lead all proceedings and coordinate all activities with respect to seeking any meetings actions, non-actions, termination or expiration of waiting periods, Consents or Approvals or waivers of any Governmental Authority or third party as contemplated hereby. (d) Purchaser may choose, at its sole discretion, to provide such security and conferences with assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authorities, in each case Authority or other third party whose consent or approval is sought in connection with the matters transactions contemplated by this Section 6.1hereby. If Any costs and expenses of any Party receives a request for additional information third party resulting from the process of obtaining and cooperating to obtain any third party or documentary material from any Governmental Authority to obtain any Consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 5.3, Section 5.4 or Section 5.5 shall be borne exclusively by the Party incurring such costs and expenses; provided that Purchaser shall be responsible for all filing fees payable to Governmental Authorities in connection with obtaining any Consent. (e) Notwithstanding anything to the contrary herein, Purchaser, its investment funds affiliated, managed or advised by those Purchaser may choose, at its sole discretion, to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority or other third party whose consent or approval is sought in connection with the matters transactions contemplated by hereby. Any costs and expenses of any third party resulting from the process of obtaining and cooperating to obtain any third party or any Governmental Authority to obtain any Consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 6.15.3, then such Party will endeavor in good faith to make, Section 5.4 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. Subject to Section 2.3, nothing in this Section 6.1 5.5 shall be construed to (x) require any of borne exclusively by the Parties or any of the members of their respective Groups to pay any consideration to any Third Party from whom any Consent or Governmental Approval is requested, other than incurring such costs and expenses; provided that Purchaser shall be responsible for all filing fees paid payable to Governmental Authorities and immaterial administrative or legal costs and expenses, (y) require in connection with obtaining any Party or any of the members of its Group to license, sell, divest or dispose of (or offer or commit to sell, divest or dispose of), by consent decree or otherwise, any assets, properties, rights or claims or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell Group or the VMware Group or (z) require or permit any Party or any of the members of its Group to sell, divest or dispose of (or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its GroupConsent. (b) Neither Party shall, and each shall cause its respective members of its Group not to, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates to consummate timely the Transactions (or the satisfaction of the conditions set forth in Article VII) on or prior to the Distribution Date.

Required Efforts. (a) On the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto shall (and shall cause each of their respective Affiliates to) use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties hereto in doing, all things necessary or advisable under this Agreement Agreement, each other Transaction Document and applicable Law to consummate and make effective, as promptly as reasonably in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to (ai) obtaining obtain all necessary or advisable Governmental Approvals and making make all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and using take all reasonable best efforts steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Authority, (bii) subject to the second sentence of Section 2.3 and the terms of this Section 6.16.04(f), obtaining obtain all necessary or advisable Consents, (iii) defend against any Actions challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (civ) executing execute and delivering deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents, other than, in the case of each of clauses (i) through (iv), with respect to registrations, filings and other Governmental Approvals relating to Review Laws and the DPA, which are the subject of Sections 6.04(b), 6.04(c), 6.04(d) and 6.04(f). In connection with and without limiting the foregoing, each of the parties hereto shall use reasonable best efforts to (A) ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Document and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Document, use reasonable best efforts to ensure that the Merger and the Ancillary Agreementsother Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the Parties parties hereto shall keep the other Parties parties hereto reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.16.04(a). (b) In furtherance and not in limitation of the foregoing, each of the parties hereto shall (and subject shall cause each of their respective Affiliates to) (i) file, or cause to applicable Lawbe filed, shall furnish to the other Party as promptly as reasonably practicable after the date hereof, all notification and report forms that may be required under the HSR Act or other antitrust, competition or pre-merger notification or trade regulation or foreign direct investment Law (other than the DPA) or order of any jurisdiction (collectively, “Review Laws”) with respect to the Transactions; provided that (A) each of the parties hereto shall (and shall cause each of their respective Affiliates to) file, or cause to be filed, all notifications and report forms that may be required under the HSR Act and (B) Guarantor, Parent and Merger Sub shall (and shall cause each of their respective Affiliates to) file, or cause to be filed, the UK NSIA Notice, in the case of each of clauses (A) and (B), no later than 20 Business Days after the date hereof, (ii) use reasonable best efforts to supply as promptly as practicable any additional information required for obtaining and documentary material that may be requested by any such Governmental Authority pursuant to the HSR Act or any other applicable Review Law and (iii) subject to Sections 6.04(d) and 6.04(f), use reasonable best efforts to take or cause to be taken, all other actions, and to do, or cause to be done, all other things reasonably necessary or advisable Consents to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Review Laws and to obtain all Governmental Approvals pursuant to this Section 6.1; provided, however, under any Review Laws that such materials may be redacted required by any Governmental Authority with competent jurisdiction, so as to enable the parties hereto to consummate and make effective, in the most expeditious manner practicable, the Transactions. Each of the parties hereto shall (xand shall cause each of their respective Affiliates to) use reasonable best efforts to remove references concerning valuation, (y) as necessary cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority by any Person relating to comply any Review Laws in connection with contractual arrangementsthe Transactions and in connection with any Action relating to any Review Laws in connection with the Transactions, and each of the parties hereto shall (zand shall cause each of their respective Affiliates to) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to keep the other under this Section 6.1 as “outside counsel only.” parties reasonably informed of its progress in obtaining any necessary or advisable Governmental Approvals relating to Review Laws in connection with the Transactions. Subject to applicable Law, and to the extent reasonably practicable, each of the Parties parties hereto shall (and shall cause each of their respective Affiliates to) consult with the other Parties parties hereto in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on by such written materialsparty or its Affiliates, and, to the extent permitted by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties parties hereto the opportunity to attend and participate in any meetings and conferences with Governmental Authorities, in each case in connection with the matters contemplated by this Section 6.16.04(b). If Notwithstanding the foregoing in this Section 6.04(b), each of the parties hereto (and each of their respective Affiliates) may, as each reasonably deems necessary or advisable: (x) designate any Party receives a request for additional competitively sensitive material provided to the others under this Section 6.04(b) as “outside counsel only” and 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 documentary material directors of the recipient unless express written consent is obtained in advance from the source of the materials; (y) redact documents and information as necessary to comply with contractual obligations, as necessary to avoid adversely impacting or jeopardizing any legal privilege or work product doctrine or as necessary to protect personal information; and (z) exclude the others from any meeting, conference, videoconference or telephone call (or portion thereof) with any Governmental Authority to the extent it addresses any matters related to any information of the nature contemplated by the foregoing clauses (x) and (y). None of the parties hereto shall (and each of the parties hereto shall cause each of their respective Affiliates not to) voluntarily extend any waiting period under the HSR Act or any other applicable Review Law or enter into any agreement with any Governmental Authority to delay or not to consummate the Transactions except with the prior written consent of the other parties (such consent not to be unreasonably withheld, delayed or conditioned). (c) As promptly as reasonably practicable after the date hereof, each of the parties hereto shall (and shall cause their respective Affiliates to) (i) produce and submit to CFIUS a draft of a joint voluntary notice as contemplated by the DPA with respect to the Transactions (the “Joint Notice”) for the purpose of obtaining CFIUS Approval; (ii) reasonably cooperate with one another in order to (A) address and resolve any questions and comments received from CFIUS regarding the draft Joint Notice, (B) file a formal Joint Notice as contemplated by the DPA and (C) use reasonable best efforts to submit to CFIUS any information requested by CFIUS in connection with the matters contemplated by this Section 6.1CFIUS review (and, then such Party will endeavor if applicable, investigation) of the Joint Notice within the timeframes set forth in good faith the DPA (including any extensions granted in accordance with the DPA); and (iii) subject to makeSections 6.04(d) and 6.04(f), use reasonable best efforts to take, or cause to be madetaken, all other actions, and do, or cause to be done, all other things necessary or advisable to obtain CFIUS Approval so as soon as reasonably practicable to enable the parties hereto to consummate and after consultation make effective, in the most expeditious manner practicable, the Transactions. Each of the parties hereto shall (and shall cause their respective Affiliates to) use reasonable best efforts to cooperate in all respects with each other in connection with any filing with or submission to CFIUS in connection with the other Party, an appropriate response in compliance with such requestTransactions. Subject to Section 2.3applicable Law, nothing and to the extent reasonably practicable, each of the parties hereto shall (and shall cause their respective Affiliates to): (A) give each other prompt notice of any material substantive communication made to CFIUS in connection with the Transactions; (B) give each other the right to review in advance any filing made with, or substantive written material submitted to, CFIUS in connection with the Transactions (and consider in good faith the input of the others with respect thereto); (C) as promptly as possible notify each other of any substantive communication from CFIUS in connection with the Transactions; and (D) give each other an opportunity to attend each meeting, conference, videoconference or telephone call with CFIUS in connection with the Transactions (other than purely scheduling and administrative videoconferences or calls). Notwithstanding the foregoing in this Section 6.1 shall be construed to 6.04(c), each of the parties hereto (and each of their respective Affiliates) may, as each reasonably deems necessary or advisable: (x) require designate any competitively sensitive material provided to the others under this Section 6.04(c) as “outside counsel only” and 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 consent is obtained in advance from the source of the materials; (y) redact documents and information as necessary to comply with contractual obligations, as necessary to avoid adversely impacting or jeopardizing any legal privilege or work product doctrine or as necessary to protect personal information; and (z) exclude the others from any meeting, conference, videoconference or telephone call (or portion thereof) with CFIUS to the extent it addresses any matters related to any information of the nature contemplated by the foregoing clauses (x) and (y). None of the parties hereto shall (and each of the parties hereto shall cause each of their respective Affiliates not to) withdraw or withdraw and re-file the Joint Notice without the prior written consent of the other parties hereto. (d) Without limiting the foregoing, each of Guarantor, Parent and Merger Sub agrees to (and shall cause each of their respective Affiliates to) take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or advisable under this Agreement, each other Transaction Document and applicable Law to eliminate each and every impediment to obtaining all necessary or advisable Governmental Approvals, so as to enable the Closing to occur as promptly as practicable, and in any event no later than the End Date, including, subject to Section 6.04(f), (i) agreeing to conditions imposed or requested by any Governmental Authority and proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of assets or businesses of Guarantor, Parent, Merger Sub, the Equity Financing Source or any of the Parties their respective Affiliates or of Company or any of the members Company Subsidiaries and (ii) accepting any operational restrictions (including through a voting trust agreement, proxy agreement or similar arrangement), or otherwise proposing, negotiating, taking or committing to take or not to take actions that limit any of Guarantor’s, Parent’s, Merger Sub’s, the Equity Financing Source’s or any of their respective Groups Affiliates’ (including, after the Effective Time, the Surviving Corporation and its Subsidiaries’) freedom of action with respect to, or the ability of any of them to pay retain or freely operate, any consideration to of the assets, properties, licenses, rights, operations or businesses of Guarantor, Parent, Merger Sub, the Equity Financing Source or any Third Party from whom any Consent of their respective Affiliates or Governmental Approval is requested, other than filing fees paid to Governmental Authorities and immaterial administrative or legal costs and expenses, (y) require any Party of Company or any of the members Company Subsidiaries, in each case as may be required in order to obtain all necessary or advisable Governmental Approvals or to avoid the entry of, or to effect the lifting, vacating or dissolution of, any order in any Action, which would otherwise have the effect of preventing, delaying or making it materially more difficult to consummate the Transactions. (e) Parent and Merger Sub shall be responsible for all filing fees due in connection with any necessary or advisable Governmental Approval. (f) Neither Company nor any of its Group to licenseSubsidiaries shall be required to, selland Guarantor, divest Parent and Merger Sub shall not (and shall cause their respective Affiliates not to) without the prior written consent of Company, in connection with obtaining any Consents or dispose Governmental Approvals hereunder, or in connection with otherwise complying with any provisions of (this Agreement or any other Transaction Document, agree or consent to, or offer to agree or commit consent to, (A) the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing, (B) any amendments or modifications to sellany of the terms of this Agreement or any other Transaction Document or (C) any sale, divest divestiture or dispose of), by consent decree or otherwise, disposal of any of the assets, properties, rights or claims of the Outdoor Products Business (other than as expressly contemplated by the Separation Agreement) or to otherwise offer, take, commit to or accept any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the Dell Group or the VMware Group or (z) Outdoor Products Business. Nothing in this Section 6.04 shall be construed to require or permit any Party Company or any of the members of its Group Subsidiaries to sellpay any consideration to, divest or dispose of (grant any accommodations to, any third party from whom any Consent or offer or commit to sell, divest or dispose of) any asset, property, right or claim or to otherwise offer, take, commit to or accept any action, restriction or limitation of or on any Party or any of the members of its GroupGovernmental Approval is requested. (bg) Neither Party shallWithout limiting the generality of anything contained in this Section 6.04, each of the parties hereto shall (and each shall cause its their respective members of its Group not Affiliates to) (i) as promptly as reasonably practicable after the date hereof, take any action if such action, individually or in the aggregate, would, or would reasonably be expected to, delay or prevent or materially delay or impair the ability of either Party or its Affiliates prepare and file with DDTC a 60-day notice pursuant to consummate timely the Transactions (or the satisfaction Section 122.4(b) of the conditions set forth ITAR, (ii) use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by DDTC in Article VIIconnection with such 60-day notice and (iii) on or prior within five calendar days after the Closing, prepare and file with DDTC a notification of changes pursuant to Section 122.4(a) of the Distribution DateITAR.