Common use of Required Information Clause in Contracts

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC and/or the Company to any Government Entity or other third party in connection with the Purchase and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders and Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, filing notice, release or application (other than pursuant to the HSR Act, for which ‎Section 4.7 applies) made by or on behalf of GGAC Parent and/or the Company to any Government Entity or other third party Governmental Authority in connection with the Purchase and Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other transactions contemplated hereby than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, each of Parent and the Company and GGAC each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directorsdirectors or managers, as applicable, officers, shareholders stockholders and Affiliates members (including the directors of Parent to be elected effective as of the Closing as contemplated by ‎Section 5.2) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent, on the one hand, or the Company, on the other party hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any express language included in a Reviewable Document that reflects the comments of the reviewing partyDocument, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, may henceforth be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) Parent and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section ‎Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Registration Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release notice or application made by or on behalf of GGAC Parent, Holdco and/or the Company to any Government Governmental Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Parent, Holdco and the Company and GGAC each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, officers and shareholders (including the directors of Parent and Affiliates the Company to be elected to the board of Parent effective as of the Closing pursuant to Section 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)materials. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent, Holdco or Merger Sub, on the one hand, or the Company, on the other party hand, the other Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Date, each of Parent, Holdco and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent, Holdco and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any requests or comments of the SEC. All correspondence and communications to the SEC made by GGAC Parent, Holdco or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto other Transaction Document shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Extension Proxy Statement, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, filing notice, release or application (other than pursuant to the HSR Act, for which Section 6.2 applies) made by or on behalf of GGAC Buyer and/or the Company Seller to any Government Entity or other third party Governmental Authority in connection with the Purchase and the other transactions contemplated hereby Contemplated Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company Buyer and GGAC each Seller shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directorsdirectors or managers, as applicable, officers, shareholders stockholders and Affiliates members (including the directors of Buyer to be elected effective as of the Closing as contemplated by Section 6.4 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Contemplated Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Buyer, on the one hand, or the Seller or an Acquired Company, on the other party hand, the Buyer or the Seller, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or submission, thereafter be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Contemplated Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) the Company Buyer and GGAC Seller shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company Buyer and GGAC Seller shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the SEC with respect to any of the foregoing filings. Buyer and Seller shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Buyer or Seller with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.46.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and K, the Closing Press Release, the Registration Statement and the Proxy Statement/Prospectus, or any other statement, filing, notice, release or application made by or on behalf of GGAC Parent, Holdco and/or the Company or their respective Subsidiaries to any Government Governmental Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Parent and Holdco each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, managers, officers, shareholders equity holders and Affiliates (including the directors of Holdco to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Mergers and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document document, as of the date of the Special Meeting and as of the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC of Parent and Holdco, on the one hand, or the Company, on the other hand, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party if it is advised in writing by outside counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawLegal Requirements. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to The Company, on the Closing Date (i) one hand, and Parent and Holdco, on the Company and GGAC other hand, shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and K, the Closing Press Release, Release or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of GGAC and/or Parent or the Company to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts (subject to promptly applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and Affiliates stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such documentReviewable Document. Each party Party warrants and represents to the other party Party that all such information shall shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the Company, the other party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document must and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be filed, issued or submitted in the form objected to approved by the other party so that the filingSEC, issuing or submitting party is in compliance with applicable laweach case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Date, the Company and GGAC Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Authority on, or of any written or oral request by the SEC Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC Governmental Authority with respect to any of the foregoing filingsfilings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the SEC Governmental Authority made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release filing notice or application made by or on behalf of GGAC AETI and/or the Company Target Companies to any Government Governmental Entity or other third party in connection with the Purchase and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company Target Companies and GGAC each AETI shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directorsdirectors or managers, as applicable, officers, shareholders stockholders and Affiliates members (including the directors of AETI to be elected effective as of the Closing as contemplated by Section 8.1) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC AETI, on the one hand, or the CompanyTarget Companies, on the other hand, the other party Party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent in writing to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or submission, thereafter be used by any other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) the Company Target Companies and GGAC AETI shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SECSEC or Nasdaq, and (ii) the Company Target Companies and GGAC AETI shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC or Nasdaq on, or of any written or oral request by the SEC or Nasdaq for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or Nasdaq with respect to any of the foregoing filings. AETI and the Target Companies shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC or Nasdaq. All correspondence and communications to the SEC or Nasdaq made by GGAC AETI or the Target Companies with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.48.3.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, filing notice, release or application (other than pursuant to the HSR Act, for which Section 4.7 applies) made by or on behalf of GGAC Parent and/or the Company to any Government Entity or other third party Governmental Authority in connection with the Purchase and Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other transactions contemplated hereby than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, each of Parent and the Company and GGAC each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directorsdirectors or managers, as applicable, officers, shareholders stockholders and Affiliates members (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 5.2) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent, on the one hand, or the Company, on the other party hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyDocument, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, may henceforth be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) Parent and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Registration Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release filing notice or application made by or on behalf of GGAC and/or Parent or the Company to any Government Entity Entity, or any other third party public statement or announcement, in connection with the Purchase Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders officers and Affiliates stockholders (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent or Merger Sub, on the one hand, or the Company, on the other party hand, the other Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, thereafter may henceforth be used by other party such Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) the Company and GGAC Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.46.3.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and K, the Closing Press Release, Release or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of GGAC and/or Parent or the Company to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts (subject to promptly applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and Affiliates stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such documentReviewable Document. Each party Party warrants and represents to the other party Party that all such information shall supplied by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the Company, the other party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document must and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be filed, issued or submitted in the form objected to declared effective by the other party so that SEC, in each case, as promptly as practicable and keep the filing, issuing or submitting party Form S-4 effective as long as is in compliance with applicable lawnecessary to consummate the Transactions. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Date, the Company and GGAC Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Authority on, or of any written or oral request by the SEC Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC Governmental Authority with respect to any of the foregoing filingsfilings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the SEC Governmental Authority made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release or application required to be made by or on behalf of GGAC Sino and/or the Company to any Government Governmental Entity or other third party in connection with the Purchase Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Sino each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders and Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Purchase Transactions and the preparation of such document. Each party represents and warrants and represents to the other party others that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Sino or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party if it is advised by counsel in writing that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawApplicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyparty (unless the reviewing party subsequently notifies the other party of its objection to the use of such comments or text in Reviewable Documents or other documents). (d) Prior to the Closing Date Effective Time (i) Sino and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Sino and the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC Sino or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.3.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release filing notice or application made by or on behalf of GGAC Parent and/or the Company to any Government Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directorsdirectors or managers, as applicable, officers, shareholders stockholders and Affiliates members (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 7.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Merger. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent or Merger Sub, on the one hand, or the Company, on the other party hand, the other Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or submission, thereafter be used by other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) the Company and GGAC Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.47.4. (e) As soon as reasonably practicable following the Closing Date, but in no event later than December 31, 2017, Parent shall deliver (or cause to be delivered) to the Representative all Schedules K-1 for the holders of Company Membership Interests in respect of the Company’s federal Form 1065 for the taxable year ending on the Closing Date.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Merger Form 8-K and the Closing Merger Press Release, or any other statement, filing, notice, release filing notice or application made by or on behalf of GGAC Kitara and/or the Company Health Guru to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company Kitara and GGAC Health Guru each shall, upon request by any of the otherother parties, use commercially reasonable best efforts to promptly furnish the other parties with all information concerning themselves, their respective directors, officers, shareholders officers and Affiliates stockholders and such other matters as may be reasonably necessary or advisable in connection with the Purchase Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the preparation of such documentother transactions contemplated hereby. Each party of Kitara and Health Guru warrants and represents to the other party parties that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC any of Kitara or the CompanyHealth Guru, the other party parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party parties if it is advised by counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party parties so that the filing, issuing or submitting party is in compliance with applicable lawApplicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyparty(ies), as well as any text as to which the reviewing party party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party party(ies) and may henceforth be used by other party party(ies) in other Reviewable Documents and in other documents distributed by the other party party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyparty(ies). (d) Prior to the Closing Date (i) the Company Each of Kitara and GGAC Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Information Statement, the Offer Documents, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC Parent and/or the Company to any Government Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Parent each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders stockholders and Affiliates (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Merger and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document document, as of the date of the Special Meeting and as of the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawApplicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date Effective Time and, in the case of the Registration Statement, prior to the closing of the Warrant Exchange Offer, (i) the Company and GGAC Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC the Company or Parent with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.6.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statementpress release, filing, notice, release or application application, including any prospectus or similar offering document delivered or filed in connection with the Additional Financings (other than pursuant, to the HSR Act, for which Section 6.09 applies, and other than the Notice of Meeting, for which Section 6.01 applies), made by or on behalf of GGAC and/or Parent, CAG, or the Company Companies to any Government Entity Governmental Authority or other third party in connection with the Purchase Acquisition and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposeseach of CAG, the Company and GGAC each Companies, Parent shall, upon request by the otherother (subject to applicable law and contractual restrictions), use commercially reasonable best efforts to promptly furnish the other with all true, complete and accurate information concerning themselves, their subsidiaries, and each of their and their subsidiaries’ respective directors, officers, shareholders and Affiliates equityholders (including the directors and officers of Parent to be elected or appointed effective as of the Closing pursuant to Section 6.13 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Reviewable Document. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC or CAG, the CompanyCompanies, Parent, the other party Party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable law. (c) disclosure thereof. Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party. (dc) Prior to the Closing Date (i) the Company Date, CAG and GGAC Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Authority on, or of any written or oral request by the SEC Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the SEC Governmental Authority with respect to any of the foregoing filingsfilings or submissions. Parent and CAG shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any requests or comments of the Governmental Authority. All correspondence and communications to the SEC Governmental Authority made by GGAC Parent or the Companies with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall Transaction Document shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.46.04. (d) Each Party warrants and represents to the other Party that all information provided for inclusion in a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (e) The Companies and Parent will each use all reasonable efforts to cause to be delivered to each other consents from their respective independent auditors, in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with a Reviewable Document for which such consent is required.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and K, the Closing Press Release, Release or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of GGAC and/or Parent or the Company to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts (subject to promptly applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and Affiliates stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such documentMerger. Each party Party warrants and represents to the other party Party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the Company, the other party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document must and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be filed, issued or submitted in the form objected to approved by the other party so that the filingSEC, issuing or submitting party is in compliance with applicable laweach case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Date, the Company and GGAC Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Authority on, or of any written or oral request by the SEC Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC Governmental Authority with respect to any of the foregoing filingsfilings or submissions. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the SEC Governmental Authority made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K Ks and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC Harmony, Mundo and/or the Company to any Government Entity or other third party in connection with the Purchase Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Harmony each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders shareholders, stockholders and Affiliates (including the directors of the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Transactions and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Harmony, Mundo or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) Business Days, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date Effective Time (i) the Company and GGAC Harmony shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Harmony shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Harmony and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Harmony or Mundo with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy StatementClosing Reports, the Closing Form 8-K and the Closing Press Release, the Registration Statement and the Proxy Statement/Prospectus, or any other statement, filing, notice, release or application made by or on behalf of GGAC and/or the Company to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”)) by or on behalf of Naked, Holdco and/or Bendon or their respective Subsidiaries, and for such other reasonable purposes, the Company and GGAC each party shall, upon request by one of the otherother parties hereto, use commercially reasonable best efforts to promptly furnish the such other party with all information concerning themselvesitself, their respective its directors, managers, officers, shareholders equity holders and Affiliates and such other matters (including the directors of Holdco designated by Naked to be elected effective as of the Closing), in each case as may be reasonably necessary or advisable in connection with the Purchase Merger and the other transactions contemplated hereby and the preparation of such document. Each party warrants and represents to the other party parties that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date document, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party (i) Naked shall not be responsible for the accuracy or completeness of any information relating to the other party Holdco or Bendon or any other information furnished by the other party parties for inclusion in any such document, and (ii) Holdco and Bendon shall not be responsible for the accuracy or completeness of any information relating to Naked or any other information furnished by the other parties for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Naked, Holdco or the CompanyBendon, the other each party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, provided that a party Naked may file, issue or otherwise submit a Reviewable Document without the consent of the other party if it is advised in writing by outside counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party Bendon so that the filing, issuing or submitting party is in compliance with applicable lawLegal Requirements. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing Each party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by notify the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) the Company and GGAC shall notify each other parties as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release or application required to be made by or on behalf of GGAC Parent and/or the Company to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Parent each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders and Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Purchase Merger and the preparation of such document. Each party represents and warrants and represents to the other party others that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawApplicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date Effective Time (i) the Company and GGAC Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC the Company or Parent with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Registration Statement, the Closing Form 8-K and K, the Closing Form 20-F, the Closing Press Release, Release or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 7.3 applies) made by or on behalf of GGAC and/or EdtechX or the Company to any Government Governmental Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each EdtechX shall, upon request by the other, use commercially reasonable best efforts (subject to promptly applicable Legal Requirements and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and Affiliates stockholders (including the directors to be elected effective as of the Closing pursuant to Section 7.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such documentMergers. Each party Party warrants and represents to the other party Party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC EdtechX or the Company, the other party Party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available disclosure thereof. Furthermore, EdtechX and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document must and shall otherwise use commercially reasonable efforts to cause the Registration Statement to be filed, issued or submitted in the form objected to approved by the other party so that the filing, issuing or submitting party is in compliance with applicable lawSEC as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyParty, as well as any text as to which the reviewing party Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party Party and may henceforth be used by other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) Date, the Company and GGAC EdtechX shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Entity, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Entity on, or of any written or oral request by the SEC Governmental Entity for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC Governmental Entity with respect to any of the foregoing filingsfilings or submissions. EdtechX and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Entity. All correspondence and communications to the SEC Governmental Entity made by GGAC EdtechX or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.47.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Information Statement, the Closing Form 8-K and K, the Closing Press Release, Release or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of GGAC and/or Parent or the Company to any Government Governmental Entity or other third party in connection with the Purchase Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts (subject to promptly applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and Affiliates stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such documentReviewable Document. Each party Party warrants and represents to the other party Party that all such information shall supplied by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the Company, the other party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document must and shall otherwise use commercially reasonable efforts to cause the Information Statement to be filed, issued or submitted filed in the definitive form objected and transmitted to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawall stockholders of Parent. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Date, the Company and GGAC Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Authority on, or of any written or oral request by the SEC Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC Governmental Authority with respect to any of the foregoing filingsfilings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the SEC Governmental Authority made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K Ks and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC Quartet, Holdco and/or the Company to any Government Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Quartet each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders shareholders, stockholders and Affiliates (including the directors of the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Mergers and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Quartet, Holdco or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) Business Days, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date Effective Time (i) the Company Company, Quartet and GGAC Holdco shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Quartet shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.the

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, filing notice, release or application (other than pursuant to the HSR Act, to which Section 5.2 applies) made by or on behalf of GGAC Parent and/or the Company to any Government Entity or other third party Governmental Authority in connection with the Purchase and Transactions, including any amendment or supplement thereto or other document filed in connection therewith, or any press release or Form 8-K relating to the other transactions contemplated hereby business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, each of Parent and the Company and GGAC each shallCompany, upon request by the otherother Party, use commercially reasonable best efforts to promptly shall furnish the other with all financial and other information concerning themselvessuch Party, their respective directorssuch Party’s directors or managers, as applicable, officers, shareholders and Affiliates stockholders (including the persons listed on Schedule 5.16 who will be directors of Parent immediately following the Effective Time, assuming election by the Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the Purchase Reviewable Document, shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and grant its consent to inclusion thereof in the preparation of such document. Each party warrants Reviewable Document, if required, and represents to shall otherwise assist and cooperate with the other party that all such information shall be true and correct in all material respects Party as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished reasonably requested by the other party for inclusion Party in connection with any such document)Reviewable Document. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent, on the one hand, or the Company, on the other party hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Parent and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of from the SEC onStaff regarding any Reviewable Documents, or of any written or oral request by the SEC Staff for amendments or supplements to, any such Reviewable DocumentDocuments, and each of them shall promptly supply the other with copies of all correspondence between it such Party or any of its representatives Representatives and the SEC Staff with respect to any of Reviewable Documents. Parent and the foregoing filingsCompany shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and communications to the SEC or its Staff made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5. (e) Parent and the Company shall comply with all applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and K, the Closing Press Release, the Announcement, the Circular, or any other statement, filing, notice, release or application made by or on behalf of GGAC and/or Parent, Noble, the Company and/or Ourgame to any Government Governmental Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company Company, Noble, Ourgame and GGAC each Parent shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and Affiliates stockholders (including the directors of Parent and the Surviving Company to be elected effective as of the Closing pursuant to Section 6.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such documentMergers. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by either GGAC Ourgame, Noble, Parent or the Company, the other party parties shall each be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) business days), shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date (i) Ourgame, the Company Company, Noble, and GGAC Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) Ourgame, the Company Company, Noble, and GGAC Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC Governmental Authority on, or of any written or oral request by the SEC Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC Governmental Authority with respect to any of the foregoing filingsfilings or submissions. Ourgame, Parent, Noble, and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the SEC Governmental Authority made by GGAC Ourgame, Parent, Noble, or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.46.6.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release filing notice or application made by or on behalf of GGAC Ascend, Kitara Media and/or the Company NYPG to any Government Governmental Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company Kitara Media, NYPG and GGAC Ascend each shall, upon request by any of the otherother parties, use commercially reasonable best efforts to promptly furnish the other parties with all information concerning themselves, their respective directors, officers, shareholders managers, members and Affiliates stockholders (including the directors or managers of Ascend, Kitara Media and NYPG to be elected effective as of the Closing) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Mergers, or any other statement, filing, notice or application made by or on behalf of Kitara Media, NYPG and Ascend to any third party and/or any Governmental Entity in connection with the Mergers and the preparation of such documentother transactions contemplated hereby. Each party of Ascend, Kitara Media and NYPG warrants and represents to the other party parties that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)misleading. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC any of Ascend, Kitara Media or the CompanyNYPG, the other party parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other party parties if it is advised by counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party parties so that the filing, issuing or submitting party is in compliance with applicable lawApplicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyparty(ies), as well as any text as to which the reviewing party party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party party(ies) and may henceforth be used by other party party(ies) in other Reviewable Documents and in other documents distributed by the other party party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyparty(ies). (d) Prior to the Closing Date (i) the Company Each of Ascend, Kitara Media and GGAC NYPG shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Extension Proxy Statement, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, filing notice, release or application (other than pursuant to the HSR Act, for which Section 7.2 applies) made by or on behalf of GGAC Buyer and/or the an Acquired Company to any Government Entity or other third party Governmental Authority in connection with the Purchase and the other transactions contemplated hereby Contemplated Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Buyer and the Company and GGAC each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directorsdirectors or managers, as applicable, officers, shareholders stockholders and Affiliates members (including the directors of Buyer to be elected effective as of the Closing as contemplated by Section 7.1(e) hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Contemplated Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC or the CompanyDocument, the other party non-disclosing Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partymay, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or other submission or disclosure, thereafter be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Contemplated Transactions without further review or consent of the reviewing partyParty, subject to applicable confidentiality obligations of the disclosing Party. (d) Prior to the Closing Date (i) Buyer and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Buyer and the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the SEC with respect to any of the foregoing filings. The Buyer and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC the Buyer or the Company with respect to the transactions contemplated by this Agreement Contemplated Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.47.4.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC Cambridge and/or the Company to any Government Entity or other third party in connection with the Purchase Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Cambridge each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders stockholders and Affiliates (including the directors of Surviving Pubco to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Transactions and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC any of Cambridge or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date Effective Time (i) the Company and GGAC Cambridge shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Cambridge shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Cambridge and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Cambridge with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K Ks and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC Quartet, Holdco and/or the Company to any Government Entity or other third party in connection with the Purchase Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, the Company and GGAC Quartet each shall, upon request by the other, use commercially reasonable best efforts to promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders shareholders, stockholders and Affiliates (including the directors of the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase Mergers and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Quartet, Holdco or the Company, the other party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other party if it is advised by counsel that no reasonable alternative to any such Reviewable Document prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) Business Days, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date Effective Time (i) the Company Company, Quartet and GGAC Holdco shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC Quartet shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Quartet and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Quartet or Holdco with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Registration Statement (including the Proxy Statement/Prospectus), the Closing Form 8-K and the Closing Press Release, or any other statement, filing, filing notice, release or application (other than pursuant to the HSR Act, to which Section 5.2 applies) made by or on behalf of GGAC Parent and/or the Company to any Government Entity or other third party Governmental Authority in connection with the Purchase and Transactions, including any amendment or supplement thereto or other document filed in connection therewith, or any press release or Form 8-K relating to the other transactions contemplated hereby business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, each of Parent and the Company and GGAC each shallCompany, upon request by the otherother Party, use commercially reasonable best efforts to promptly shall furnish the other with all financial and other information concerning themselvessuch Party, their respective directorssuch Party’s directors or managers, as applicable, officers, shareholders and Affiliates stockholders (including the persons listed on Schedule 5.16 who will be directors of Parent immediately following the Effective Time, assuming election by the Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the Purchase Reviewable Document, shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and grant its consent to inclusion thereof in the preparation of such document. Each party warrants Reviewable Document, if required, and represents to shall otherwise assist and cooperate with the other party that all such information shall be true and correct in all material respects Party as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished reasonably requested by the other party for inclusion Party in connection with any such document)Reviewable Document. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent, on the one hand, or the Company, on the other party hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyParty, as well as any text as to which the reviewing party Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party Party and may henceforth be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) Parent and the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of from the SEC onStaff regarding any Reviewable Documents, or of any written or oral request by the SEC Staff for amendments or supplements to, any such Reviewable DocumentDocuments, and each of them shall promptly supply the other with copies of all correspondence between it such Party or any of its representatives Representatives and the SEC Staff with respect to any of Reviewable Documents. Parent and the foregoing filingsCompany shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and communications to the SEC or its Staff made by GGAC Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.45.5. (e) Parent and the Company shall comply with all applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Required Information. (a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the S-4 Registration Statement / Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release filing notice or application made by or on behalf of GGAC and/or Parent or the Company Companies to any Government Entity Governmental Entity, or any other third party public statement or announcement, in connection with the Purchase Mergers and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, the each Company and GGAC each Parent shall, upon request by the otherothers, use commercially reasonable best efforts to promptly furnish the other others with all information concerning themselves, their respective directors, officers, shareholders officers and Affiliates stockholders (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 7.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Purchase and the preparation of such document. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document)Transactions. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC Parent or the CompanyMerger Subs, on the one hand, or either of the Companies, on the other hand, the other party Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document without the consent of the other party if it is advised by counsel that no reasonable alternative prior to filing, issuing issuance, submission or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other party so that the filing, issuing or submitting party is in compliance with applicable lawdisclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, thereafter may henceforth be used by other party such Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date (i) the each Company and GGAC Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the each Company and GGAC Parent shall each notify the other others as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent and each Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by GGAC Parent or the Companies with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.47.6(d).