Common use of Required Efforts Clause in Contracts

Required Efforts. 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 Entities, if any) and taking all reasonable 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 1.02 and the terms of this Section 7.03, 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 other 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 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 Entities, in each case in connection with the matters contemplated by this Section 7.03. Nothing in this Section 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 Entities, (y) require 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 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 New IAC Group or the 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.

Required Efforts. On (a) 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 effectiveeffective the transactions contemplated by this Agreement as soon as reasonably possible and in any event prior to the 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 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 processing fees. (c) In furtherance and not in limitation of Section 6.4(a) but subject to Section 6.4(e), each Party shall (i) if required by the HSR Act, submit no later than ten Business Days after the date hereof a Notification and Report Form pursuant to the HSR Act (an “HSR Filing”) with respect to the 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 reasonably practicablepracticable 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 actions, and do, or cause to be done, and assist and cooperate with the Transactionsother Party in doing, including (a) obtaining all things necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods and the receipt of any applicable Governmental Approvals as may be necessary or advisable Governmental Approvals in order to consummate and making 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 necessary actions and doing all things necessary, proper or advisable registrations to resolve as soon as reasonably possible and filings (including filings with Governmental Entitiesin any event prior to the Outside Date such objections, if any, as may be asserted by any Governmental 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 Agreement 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 taking all reasonable steps 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 neither Party shall be required to agree to, accept or undertake any Restrictions that are not conditioned on the Closing. (e) Nothing in this Section 6.4 shall require Peabody or Arch or any of their respective Affiliates to agree to, accept or undertake (i) any Restriction relating to any Excluded Assets or any assets, categories of assets, Subsidiaries or Affiliates not relating to the Peabody Business or the Arch Business or (ii) any Restrictions or Transaction Modifications if such Restrictions and Transaction Modifications, individually or in the aggregate, 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, the JV Company. In the event that Peabody, Arch or any of their respective Affiliates is required to divest or otherwise dispose of (or 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 JV Company at the Closing (or, if later, promptly upon receipt of 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 an approval any Governmental Approvals with respect to the transactions contemplated by this Agreement (including the termination or waiver fromexpiration of the waiting period under the HSR Act), or to avoid an action or proceeding by, including in any Proceeding initiated by any Governmental Authority, (b) subject and shall jointly develop the Parties’ strategy or appropriate course of action with respect to Section 1.02 and the terms of this Section 7.03, 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 Documentssuch Governmental Approvals. In connection with and without limiting the foregoing, each of the Parties Each Party 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 promptly notify the other Transactions may be consummated as promptly as practicable on the terms contemplated Party or its counsel of any substantive communication, inquiry or investigation received by the Transaction Documents. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining any necessary such Party from, or advisable Consents and Governmental Approvals pursuant to this Section 7.03. Subject to applicable Lawgiven by it to, 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 reasonably practicable and permitted by applicable Law, permit the applicable 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 practicablepracticable and permitted by such Governmental Authority, shall give such Party gives the other Parties 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 meetings 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 conferences 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 EntitiesApprovals 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 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 (x) ICA Order as soon as reasonably possible and in any event prior to the 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 matters contemplated by this Section 7.03. Nothing in this Section 7.03 shall be construed to (x) require any of application for 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 Entities, (y) require 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 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 New IAC Group or the 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 GroupICA 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 EntitiesAuthorities, if any) and taking take all reasonable 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 1.02 and the terms of this Section 7.036.04(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 parties hereto shall use reasonable best efforts to (iA) 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 (iiB) 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 other 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 7.036.04(a). (b) In furtherance and not in limitation of the foregoing, each of the parties hereto shall (and shall cause each of their respective Affiliates to) (i) file, or cause to be filed, 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 and documentary material that may be requested by any 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 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 under any Review Laws that may be 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 (and shall cause each of their respective Affiliates to) use reasonable best efforts to cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority by any Person relating to any Review Laws in connection with the Transactions and in connection with any Action relating to any Review Laws in connection with the Transactions, and each of the parties hereto shall (and shall cause each of their respective Affiliates to) keep the other 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 EntitiesAuthorities, in each case in connection with the matters contemplated by this Section 7.036.04(b). Nothing Notwithstanding the foregoing in this Section 7.03 shall be construed to 6.04(b), 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(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 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) Without limiting the foregoing, each of 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 Parent, Merger Sub 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 Parent’s, Merger Sub’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 Parent, Merger Sub or any Third Party from whom any Consent of their respective Affiliates or Governmental Approval is requested, other than filing fees paid to Governmental Entities, (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; provided, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 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 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 Group to sellAffiliates not to) without the prior written consent of each other party hereto, divest 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 to sellconsent to, divest (A) the taking of any action or dispose ofthe 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 assetsamendments or modifications to any of the terms of this Agreement or any other Transaction Document or (C) any hold separate, propertiessale, rights divestiture, license or claims disposition of, or to otherwise offerrestriction or limitation with respect to, take, commit to any of the assets or accept businesses of the Vista Outdoor Business (other than as expressly contemplated by the CSG-Vista Outdoor Merger Agreement) or any other action, restriction or limitation with respect to the businesses, governance, governing documents, management or otherwise of the New IAC Group or the New Match 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 its Subsidiaries to pay any consideration to, or grant any accommodations to, any third party from whom any Consent or Governmental Approval is requested. (f) Without limiting the members generality of its Group to sellanything contained in this Section 6.04, 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 each of the members parties hereto shall (and shall cause their respective Affiliates to) within five calendar days after the Closing, prepare and file with DDTC a notification of its Groupchanges pursuant to Section 122.4(a) of the ITAR.

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 EntitiesAuthorities, if any) and taking all using reasonable steps as may be necessary best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) subject to Section 1.02 2.3 and the terms of this Section 7.036.1, 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 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 other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction DocumentsAncillary 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 7.03. 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 EntitiesAuthorities, in each case in connection with the matters contemplated by this Section 7.036.1. Nothing 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 7.03 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 EntitiesAuthorities 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 New IAC Dell Group or the New Match 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 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 EntitiesAuthorities, if any) and taking take all reasonable 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 1.02 and the terms of this Section 7.036.04(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 parties hereto shall use reasonable best efforts to (iA) 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 (iiB) 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 other 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 7.036.04(a). (b) In furtherance and not in limitation of the foregoing, each of the parties hereto shall (and shall cause each of their respective Affiliates to) (i) file, or cause to be filed, 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 and documentary material that may be requested by any 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 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 under any Review Laws that may be 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 (and shall cause each of their respective Affiliates to) use reasonable best efforts to cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority by any Person relating to any Review Laws in connection with the Transactions and in connection with any Action relating to any Review Laws in connection with the Transactions, and each of the parties hereto shall (and shall cause each of their respective Affiliates to) keep the other 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 EntitiesAuthorities, in each case in connection with the matters contemplated by this Section 7.036.04(b). Nothing Notwithstanding the foregoing in this Section 7.03 shall be construed to 6.04(b), 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(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 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 CFIUS review (and, if applicable, investigation) of the Joint Notice within the timeframes set forth in the DPA (including any extensions granted in accordance with the DPA); 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 do, or cause to be done, all other things necessary or advisable to obtain CFIUS Approval 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 (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 Transactions. Subject to applicable Law, 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 6.04(c), each of the parties hereto (and each of their respective Affiliates) may, as each reasonably deems necessary or advisable: (x) 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 Entities, (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 sellSubsidiaries shall be required to, divest and Guarantor, 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 to sellconsent to, divest (A) the taking of any action or dispose ofthe 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 terms of this Agreement or any other Transaction Document or (C) any sale, divestiture or 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 New IAC Group or the New Match 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 its Subsidiaries to pay any consideration to, or grant any accommodations to, any third party from whom any Consent or Governmental Approval is requested. (g) Without limiting the members generality of its Group to sellanything contained in this Section 6.04, 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 each of the members parties hereto shall (and shall cause their respective Affiliates to) (i) as promptly as reasonably practicable after the date hereof, prepare and file with DDTC a 60-day notice pursuant to Section 122.4(b) of its Groupthe 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 connection with such 60-day notice and (iii) within five calendar days after the Closing, prepare and file with DDTC a notification of changes pursuant to Section 122.4(a) of the ITAR.