Common use of Antitrust Laws Clause in Contracts

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Antitrust Laws. (a) Each party hereto The Parties shall each use its reasonable best efforts, and shall cooperate fully with each other (i) to comply as promptly as practicable with all requirements of Governmental Entities applicable to the transactions contemplated hereby and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents, approvals or authorizations of Governmental Entities and consents or waivers of all other third parties necessary in connection with the consummation of the transactions contemplated hereby. In connection therewith, Seller and Buyer shall make and cause their respective Affiliates to make all legally required filings as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated hereby, shall provide and shall cause their respective Affiliates to provide such information and communications to Governmental Entities as such Governmental Entities may request, shall take promptly and shall cause their respective Affiliates to take all steps that are necessary, proper or advisable to avoid any Proceeding by any Governmental Entity with respect to the transactions contemplated hereby, shall defend, contest, or litigate on the merits any Proceeding by any third party (but in no event later than fifteen Business Days following the date including any Governmental Entity), whether judicial or administrative, challenging any of this Agreement as Agreement, any other document contemplated hereby or the transactions contemplated hereby or thereby, or that could otherwise prevent, impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated thereby, including by using its reasonable best efforts to initial have vacated reversed any stay, temporary restraining order, or judgement (whether temporary, preliminary, or permanent) entered with respect to the transactions contemplated hereby by any Governmental Entity that would restrain or prevent the Closing by the Outside Date, and shall consent to and comply with any condition imposed by any Governmental Entity on its grant of any such permit, order, consent, approval or authorization. (b) The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) all actions necessary to make and any Governmental Entity regarding any of the filings required of it transactions contemplated hereby. If a Party or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with receives any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted Governmental Entity with respect to the transactions contemplated hereby, then the Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer shall, and shall cause its Affiliates to, pay all fees or make other payments required by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit applicable Law to any divestiture transaction and Parent shall not be required Governmental Entity in order to divest obtain any such approvals, consents, or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Companyorders. (c) For the avoidance of doubt, ▇▇▇▇▇ understands that Buyer and this Agreement are subject to the approval of the DOJ. Buyer shall take any and all actions necessary to as promptly as practicable prepare and furnish all necessary information and documents reasonably requested by, and otherwise cooperate with, the DOJ (including by taking any and all actions necessary to promptly make available all information and appropriate personnel in response to any queries made by the DOJ that are raised in connection with obtaining any approval from a Governmental Entity for the transactions contemplated by this Agreement, which may include information regarding this Agreement, Buyer’s capabilities as the purchaser of the Company, ▇▇▇▇▇’s plans with respect to the Company following the Closing, or any other matter related thereto), and shall respond to all such DOJ requests within the timeframe specified by the DOJ, and, in any event, as promptly as reasonably practicable. Buyer shall take any and all actions necessary to obtain approval by the DOJ of this Agreement and Buyer as an acceptable purchaser of the Company. Each party hereto shall promptly inform the other parties party of any material communication made by such party to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States DOJ and any other Governmental Authority having jurisdiction requests for additional information from the DOJ with respect to the transactions contemplated hereby pursuant by this Agreement. In the event the DOJ requests any changes to this Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, each party shall cooperate in good faith to amend any such agreement, to reflect the changes so requested in a manner that, to the fullest extent possible, preserves the economic benefits intended to be obtained by the parties from the transactions contemplated by this Agreement and any other agreements entered into in connection with the transactions contemplated by this Agreement. (d) Buyer shall not, and shall cause its Affiliates and ultimate parent entities not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to, (i) impose any material delay in the obtaining of any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable Antitrust Laws and waiting period; or (ii) "ANTITRUST LAW" means materially delay or prevent the ▇▇▇▇▇▇▇ Actconsummation of the transactions contemplated by this Agreement. (e) Seller and the Company, on the one hand, and Buyer, on the other hand, shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permissible, promptly furnish the other with copies of material notices or other material communications between Seller, the Company or Buyer (including their respective Affiliates and representatives), as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amendedcase may be, and all other Puerto Ricoany third party and/or Governmental Entity with respect to such transactions. Seller and the Company, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrineson the one hand, and Buyer, on the other Laws that are designed hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference, or intended discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to prohibitthe extent not prohibited by such Governmental Entity, restrict or regulate actions having gives the purpose or effect of monopolization or restraint of tradeother Party the opportunity to attend and participate.

Antitrust Laws. (a) Each party hereto shall of Parent and the Company will (i) take promptly (but in cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no event later than fifteen ten (10) Business Days following after the date of execution of this Agreement Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to initial the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) all actions necessary to make and any Governmental Entity regarding any of the filings required of it transactions contemplated hereby. If a Party or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with receives any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority and Governmental Entity with respect to the transactions contemplated hereby, then the Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation subject to the terms hereof). Parent shall pay all fees or other inquiry concerning payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders. (b) The Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement initiated and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Alta Company or Parent (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company, on the one hand, and Parent, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by any Antitrust Authoritythis Agreement. (bc) Each party hereto of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade CommissionHSR Act, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇S▇▇▇▇▇▇ Act, as amended, the ▇C▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all any other Puerto Rico, federal, United States federal or state and or foreign statutes, rules, regulations, ordersOrders, decrees, administrative and or judicial doctrines, and doctrines or other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 6.2(c), each of Parent and the Company shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, but subject to the other terms and conditions of this Section 6.2(c), provided, further, that in no event shall Parent or any of its Affiliates be required to effect or committing to effect, by consent decree, hold separate Orders, trust or otherwise the sale, transfer or disposition of any of their respective assets or businesses or agree or otherwise commit to restrict the current or future business of Parent or any of its Affiliates.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at including filing the earliest practicable date Notification and Report Form required under the HSR Act with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning respect to the transactions contemplated by this Agreement initiated by any with the Antitrust AuthorityDivision of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof. (b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws. (c) Each party hereto shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that . Without limiting the Company shall not, without generality of the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action thatforegoing, in the context of this Section 6.8, “commercially reasonable discretion efforts” shall include: (i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of Parentits receipt thereof; (ii) subject to Purchaser’s compliance with clause (i) above, materially limits Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel; (iii) Purchaser at its ability sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to conduct the business Antitrust Laws as a requirement for granting any necessary clearance or its ability terminating any applicable waiting period, including agreeing to retain hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any material portion of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities; (iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the assets Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the CompanyShares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and (v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers. (cd) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the 43 of 56 transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege. (de) For purposes Purchaser shall be responsible for the payment of this AgreementSellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commissionincluding legal fees and expenses, the in substantially complying with any formal request for additional information or documentary material from any Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States Authority and in connection with any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradelitigation.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days Under the provisions of the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the date filing by the Parent of this Agreement as a Notification and Report Form with respect to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Offer, unless the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal Parent receives a request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of JusticeJustice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the attorneys general waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by the Parent with such request. Only one extension of the several states waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of the United States and any other Governmental Authority having jurisdiction Parent. In practice, complying with respect a request for additional information or material can take a significant amount of time. Pursuant to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission ActParent will file, as amendedpromptly as practicable on or following the date hereof with the Antitrust Division and the FTC, a Notification and all other Puerto RicoReport Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, federalthe Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, state including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and foreign statutesthe Company are engaged, rulesthe Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, regulationsif such a challenge is made, orders, decrees, administrative and judicial doctrines, and other Laws of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that are designed or intended to prohibit, restrict or regulate actions having may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or effect indirectly by margin stock. The Purchaser and the Parent believe that the financing of monopolization or restraint the acquisition of tradethe Shares will not be subject to the margin regulations. 16.

Antitrust Laws. (a) Each party hereto shall (i) promptly take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at including filing the earliest practicable date Notification and Report Form required under the HSR Act with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning respect to the transactions contemplated by this Agreement initiated with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof. The parties hereto agree to request early termination of the applicable waiting period under the HSR Act. Between the date hereof and the Closing Date, Purchaser, on the one hand, and Sellers, on the other hand, agree to cooperate with each other and to take all actions reasonably requested by the other to enable early termination of any Antitrust Authorityapplicable waiting period under the HSR Act. (b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064/189, the HSR Act and any other Antitrust Laws. (c) Each party hereto shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include; (i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof; (ii) promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided, howeverthat access to any such filing, that information or documentation shall, at such party’s request, be re- stricted to such other party’s outside counsel and economists or advisers retained by such counsel; (iii) Purchaser, at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, Sellers, the Company EDP Companies or any of their respective Affiliates; (iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Equity Interests or the Singapore Assets, Purchaser shall notuse its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Equity Interests or the Singapore Assets, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and (v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing to any Antitrust Authority, in each case, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the CompanySellers. (cd) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the 43 transactions contemplated hereby and shall provide the other party with a copy of 56 any such written communication unless the receiving party believes in good faith that doing so would be prohibited by applicable Laws or if, in the reasonable judgment of such party’s legal counsel, providing such copy could materially and adversely affect such party’s efforts to obtain approval of the transactions contemplated hereby. (de) For purposes Purchaser shall be responsible for the payment of this AgreementSellers’ and the EDP Companies’ expenses in connection with obtaining the approval of any Antitrust Authority, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commissionincluding legal fees and expenses, the in substantially complying with any formal request for additional information or documentary material from any Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States Authority and in connection with any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradelitigation.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filingsAugust 21, 2000) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, howeverPROVIDED HOWEVER, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain retain, the Company or any of its affiliates or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the Sher▇▇▇ ▇▇▇▇▇▇▇ Act, as amended, the Clay▇▇▇ ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, European Antitrust Laws and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and 51 56 judicial doctrines, and other Laws laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following As soon as possible after the date of this Agreement as hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information required to initial filings) all actions necessary be filed - 43- NYC#: 148660.21 with or provided to make the filings required of it or any of its Affiliates under any Antitrust Authorities pursuant to the applicable Antitrust Laws in connection Law with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning respect to the transactions contemplated by this Agreement initiated Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law; providedLaw or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, however, that commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Company shall not, Antitrust Approvals without the prior written consent of Parent, commit to any divestiture transaction and Parent the Buyer. Sellers shall not be required to divest or hold separate or otherwise take or commence to take any action thatthat will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the reasonable discretion preparation and making of Parentall such filings, materially limits its ability applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to conduct any additional information requests from Antitrust Authorities in respect of the business Antitrust Approvals). Each Party will promptly notify the other Party (or its ability external counsel with respect to retain the Company competitively-sensitive, privileged or any material portion of the assets of the Company. (cconfidential materials) Each party hereto shall promptly inform the other parties of any material communication made to, or received by to such party from, Party from any Antitrust Authority or any other Governmental Authority regarding any in respect of the 43 Antitrust Approvals in respect of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Laws Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (iior its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, opportunity to attend and all other Puerto Rico, federal, state participate thereat (if such attendance and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeparticipation is permitted).

Antitrust Laws. (a) Each party hereto Party shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as use its commercially reasonable best efforts to initial filings) take, or cause to be taken, all actions necessary actions, and to make the filings required of it do, or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebycause to be done, (ii) comply at the earliest practicable date with any formal all things necessary, proper or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing advisable under applicable Antitrust Laws to cause the conditions set forth in Article VI, as the case may be, to be satisfied and in connection with resolving any investigation or other inquiry concerning to consummate and make effective the transactions contemplated by this Agreement initiated and by any Antitrust Authority. (b) Each party hereto the Additional Agreements as promptly as practicable. In furtherance and not in limitation of the foregoing, from the date hereof until the Closing Date, the Parties shall use its their respective commercially reasonable best efforts to resolve such objections, if any, as cause to be obtained or to obtain promptly all Governmental Approvals that may be asserted or become necessary for the execution and delivery of, and consummation of the transaction contemplated by this Agreement and by the Additional Agreements. The Parties agree to make all necessary or appropriate filings to obtain such Governmental Approvals as required by any Governmental Authority or pursuant to any applicable Law with respect to the transactions contemplated by this Agreement under or by the Additional Agreements as soon as reasonably practicable and to supply to the appropriate Governmental Authorities any Antitrust Law; providedadditional information and documentary material that may be requested thereof as soon as reasonably practicable. The Parties shall reasonably assist each other in seeking to obtain all such Governmental Approvals and in making all such filings. Notwithstanding the foregoing or any other covenant contained herein, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent Buyer shall not be required to divest (nor, without Buyer's written consent, shall Seller or hold separate or otherwise its Affiliates) take or commence commit to take any action that, in if the reasonable discretion taking of Parent, materially limits its ability such action would reasonably be expected to conduct the business deprive Buyer of a material benefit or its ability to retain the Company or any material portion benefits of the assets of transactions contemplated by this Agreement and by the CompanyAdditional Agreements, taken as a whole (a "Burdensome Condition"). (cb) Each party hereto shall promptly inform Party shall, as soon as reasonably practicable, notify the other parties Parties of any material communication made toit, or received any of its Representatives, makes to or receives from any supervisory or Governmental Authority relating to the matters that are the subject of this Agreement or the Additional Agreements and permit the other to review in advance any proposed communication by such party fromParty to any supervisory or Governmental Authority. To the extent permitted by such supervisory or Governmental Authority, each Party agrees to give the other a reasonable opportunity to attend and participate at any Antitrust meeting with any Governmental Authority in respect of any filings, investigation or other inquiry. Subject to Section 5.1, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking the earliest possible termination of any applicable waiting periods or suspension effects imposed by any Law. Subject to Section 5.1, each Party shall provide the other Parties with true, correct and complete copies of all correspondence, filings and material communications between any supervisory or Governmental Authority or any other Governmental Authority regarding members of its staff, on the one hand, and the Parties or any of their Representatives (as the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreementcase may be), (i) "ANTITRUST AUTHORITIES" means on the Federal Trade Commissionother hand, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to this Agreement or any Additional Agreement or the transactions contemplated hereby pursuant or thereby. Upon the terms and subject to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Actconditions herein provided, as amendedincluding the last sentence of Section 5.3(a), in case at any time after the Closing Date any further action is necessary or desirable to secure supervisory approvals or Governmental Approvals from any supervisory or Governmental Authority necessary to carry out the purposes of this Agreement or the Additional Agreements, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and Parties shall use their commercially reasonable best efforts to take or cause to be taken all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradesuch necessary action.

Antitrust Laws. (a) Each party hereto Subject to the terms and conditions of this Agreement (including Section 6.5(a)), each of Parent, Merger Sub and the Company shall cooperate with the other parties and use (and shall cause their respective subsidiaries to use) their reasonable best efforts to promptly (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as take, or cause to initial filings) be taken, all actions necessary actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and effective the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation Governmental Entity or other inquiry concerning third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) Agreement. For purposes of this Agreementhereof, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the “Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" Laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or prevention or lessening of competition through merger or acquisition. (b) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take, or cause to be taken, all other commercially reasonable actions consistent with this Section 6.12 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent shall be solely responsible for any and all filing fees due under the HSR Act in connection with the filing described above and neither the Company nor any Securityholders shall have any liability with respect to the payment of such filing fees other than its own internal costs as well as costs and expenses of its advisors in connection therewith. (c) Each of Parent, Merger Sub and the Company shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated hereby, including any proceeding initiated by a private party, (ii) respond promptly to any request for information from a Governmental Entity in relation to the transactions contemplated hereby, (iii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iv) provide the other party with an opportunity to participate in any material meetings with the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity, subject to applicable law, and provide the other party with an opportunity to review and provide comments on any material draft submissions, filings or other communications to be provided to the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity (any information contained in such draft submissions, filing or other communications that is competitively sensitive may be redacted from the version provided to the receiving party, subject to a non-redacted version being provided to the receiving party’s external counsel), and such providing party shall give due consideration to the comments received. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.12, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the transactions contemplated hereby; provided, however, that nothing in this Section 6.12 shall require Parent to agree to dispose or divest any of Parent’s (or its affiliates) or the Company’s (or the Subsidiaries) assets, businesses or product lines, or to enter into a hold separate arrangement. (e) Each of Parent’s, Merger Sub’s and the Company’s obligations under this Section 6.12(e) shall include, without limitation, but subject to the limitation set forth in Section 6.12(d), (i) the obligation to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging consummation of the Merger or the other transactions contemplated hereby, including seeking to avoid the entry of, or have reversed, terminated or vacated, any stay or other injunctive relief which could prevent or delay the Merger or the consummation of the transactions contemplated hereby and (ii) the obligation to use its reasonable best efforts to avoid or eliminate each impediment to satisfying the condition set forth in Section 7.1(a), in each of clauses (i) and (ii) so as to enable the Closing to occur as promptly as is reasonably practicable, but in any event prior to the Outside Date.

Antitrust Laws. (a) Each party hereto shall of Parent, PCP and the Company shall: (i) as promptly as practicable on December 18, 2017, take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the file or cause to be filed any filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the HSR Act (and, in connection therewith, request early termination); (ii) comply use reasonable best efforts to take all actions necessary to obtain HSR Clearance and any other consents required from any Governmental Body or authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (iii) at the earliest practicable date date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent, PCP and the Company will: (A) promptly notify each other of any substantive written communication made to or received by Parent, PCP or the Company, as the case may be, from any Antitrust Authority and (iii) cooperate with one another in connection with regarding any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning of the transactions contemplated by hereby; (B) subject to applicable law, permit each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement initiated or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by any such Antitrust Authority, gives the other Party the opportunity to attend and (D) furnish each other with copies of all substantive correspondence, filings and written communications between such Party and their Affiliates and their respective Agents, on one hand, and any such Antitrust Authority or its respective staff, on the other hand, in each case, with respect to this Agreement and the transactions contemplated hereby (provided, however, that the Parties shall not be required to share the Notification and Report Form filings made under the HSR Act and that any information may be deemed outside counsel only). (b) Each party hereto Without limiting the foregoing, Parent shall use its reasonable best efforts to resolve such objections, if any, avoid or eliminate any impediment under any Antitrust Law so as may be asserted with respect to: (i) enable the Parties hereto to close the transactions contemplated by this Agreement under any Antitrust Lawas promptly as possible; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means avoid any lawsuit by any Governmental Body which would otherwise have the ▇▇▇▇▇▇▇ Acteffect of preventing or delaying the Closing beyond the End Date. In furtherance of the foregoing, as amendedParent’s efforts shall include: (A) defending through litigation on the merits, including appeals, any lawsuit asserted in any court or other proceeding by any Person; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the ▇▇▇▇▇▇▇ Actsale, divestiture or disposition of such assets or businesses of Parent, its Affiliates or the Company Group, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses; (C) agreeing to any limitation on the conduct of Parent, its Affiliates, and the Company Group; and (D) agreeing to take any other reasonable action as amendedmay be required by any Governmental Body in order to (1) obtain all necessary consents, approvals and authorizations as soon as reasonably possible, and in any event before the End Date; (2) avoid the entry of, or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect as part of any lawsuit and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; or (3) effect the expiration or termination of any waiting period, which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. Parent shall be responsible for payment of all filing fees required under the HSR Act, the Federal Trade Commission Act, as amended, Act and all any other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeAntitrust Law.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Sherman Act, as amended, the ▇▇▇▇▇▇▇ Clayton Act, as amended, the HSR Act▇▇▇, the ▇he Federal Trade Commission ActCommi▇▇▇▇▇ ▇ct, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Antitrust Laws. (a) Each party hereto The Company shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the any filings required of it or any of its Affiliates under the HSR Act and other antitrust Laws applicable to the Transactions within fifteen (15) Business Days following the date hereof (“HSR Filing Date”); provided that in the event that the FTC or the U.S. Department of Justice is closed or not accepting such filings under the HSR Act (“Government Closure”) on the HSR Filing Date, such HSR Filing Date shall be extended, day-for-day, for each Business Day the Government Closure is in effect; (ii) use commercially reasonable efforts to obtain an early termination of any applicable Antitrust Laws waiting period thereunder and will promptly make any further filings pursuant thereto that may be necessary, proper or advisable in connection with this Agreement and the transactions contemplated hereby, therewith; (iiiii) comply at the earliest reasonably practicable date with any formal request under the HSR Act or informal request other antitrust Laws for additional information information, documents or documentary material other materials received by it or any of its Affiliates from the FTC or any Antitrust Authority other Governmental Entity in respect of such filings or such transaction; and (iiiiv) cooperate with one another Buyer in connection with any such filing under (including, to the extent permitted by applicable Antitrust Laws Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority FTC or any other Governmental Authority Entity under any antitrust Laws with respect to any such filing or such transaction. The Company shall use its commercially reasonable efforts to (A) furnish to Buyer all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions and (B) promptly obtain any clearance required under the HSR Act and any other antitrust Laws for the consummation of the Transactions. The Company shall promptly inform Buyer of any substantive oral communication with, and provide copies of substantive written communications with, any Governmental Entity regarding any such filings or any such transaction (including, to the extent permitted by applicable Law, providing copies to Buyer of all such written communications from the Company to any Governmental Entity prior to submission and considering all reasonable additions, deletions or changes suggested in connection therewith). The Company shall not participate (or agree to participate) in any substantive meeting or discussion by it or its Affiliates with any Governmental Entity regarding any such filings or any of the 43 Transactions unless, to the extent reasonably practicable, it consults with Buyer in advance and, to the extent permitted by such Governmental Entity, gives Buyer the opportunity to attend. Notwithstanding the foregoing, any materials shared under this Section ‎5.4(b) may be redacted before being provided to Buyer (A) to remove references concerning the valuation of 56 transactions contemplated hereby. (d) For purposes of this Agreementthe Company or competitively sensitive information, (iB) "ANTITRUST AUTHORITIES" means the Federal Trade Commissionas necessary to comply with contractual arrangements, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (iiC) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all necessary to avoid disclosure of other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed competitively sensitive information or intended to prohibit, restrict address reasonable privilege or regulate actions having the purpose or effect of monopolization or restraint of tradeconfidentiality concerns.

Antitrust Laws. (a) Each party hereto shall of Buyer, Buyer Parent and Sellers will (i) take promptly (cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed as soon as possible, but in no event later than fifteen eight (8) Business Days following after the date of execution of this Agreement Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to initial the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party and Buyer Parent shall promptly inform the other Parties of any material communication between itself (including its Representatives) all actions necessary to make and any Governmental Entity regarding any of the filings required of it transactions contemplated hereby. If a Party, Buyer Parent or any of its respective Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with receives any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority Governmental Entity with respect to the transactions contemplated hereby, then such Party (or Buyer Parent, if applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer and Buyer Parent shall, and shall cause its respective Affiliates to, pay all fees and make other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or orders, otherwise each Party and Buyer Parent shall pay its own preparation costs and expenses; provided, however, the fees and expenses incurred by the Acquired Entities under this Section 7.2 (iiiexpressly excluding the HSR filing fees) cooperate with one another in connection with any filing under applicable Antitrust Laws related to the transactions contemplated hereby shall be a Transaction Expense. (b) Seller Representative and in connection with resolving any investigation or Buyer shall keep each other inquiry concerning apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement initiated and, to the extent permissible, promptly furnish the other with copies of notices or other communications between Sellers or Buyer (including their respective Affiliates and Representatives), as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller Representative, on the one hand, and Buyer or Buyer Parent, as applicable, on the other hand, shall give the other party hereto and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party hereto in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each party hereto agrees not to participate in any Antitrust Authoritysubstantive meeting, conference, or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other party hereto in advance and, to the extent not prohibited by such Governmental Entity, gives the other party hereto the opportunity to attend and participate. (bc) Each party hereto of Buyer, Buyer Parent and Sellers shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade CommissionHSR Act, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇S▇▇▇▇▇▇ Act, as amended, the ▇C▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all any other Puerto Rico, federal, United States federal or state and or foreign statutes, rules, regulations, orders, decrees, administrative and or judicial doctrines, and doctrines or other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 7.2(c), each of Buyer, Buyer Parent and Sellers shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of Buyer and Buyer Parent agrees to use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as expeditiously as possible (each, a “Remedial Action”), including by (x) committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other properties as are required to be divested in order to facilitate the expiration or termination of the HSR Act waiting period and otherwise obtain all applicable merger control clearances under the HSR Act or other Antitrust Laws and (y) contesting and resisting and seeking to have vacated, lifted, reversed or overturned any order of any Governmental Entity that is in effect that prohibits, prevents or restricts the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (ii) to agree to any limitation on the operation or conduct of their respective businesses or (iii) to waive any of the conditions set forth in Section 2.6 (any such action or limitation described in clauses (i), (ii) or (iii) are referred to as a “Restriction”, other than Restrictions that solely apply to the business of the Company Group from and after the Closing Date and that relates solely to physical assets of the Company Group (such Restrictions, the “Target Restrictions”)). For the avoidance of doubt, Buyer shall be entitled to all proceeds of any divestiture or Target Restriction that is required by this Section 7.2 if the Closing occurs and Sellers shall be entitled to the Initial Purchase Price, as adjusted for the Final Purchase Price. (d) During the Pre-Closing Period, each of Buyer and Buyer Parent shall not, and shall cause its respective Affiliates and ultimate parent entities not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to, (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement.

Antitrust Laws. (aSellers and Buyer agree to make, and to cause their Affiliates to make, any necessary filings under the HSR Act and under PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 47 the Laws relevant to the filings listed in Section 2.4(a) Each party hereto shall (i) take of the Disclosure Schedule as promptly (but in no event later than fifteen Business Days following the date as reasonably practicable after execution of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of Agreement. Buyer shall, and shall cause its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebyto, (ii) comply respond at the earliest practicable date with any formal or informal request for additional information or documentary material received by it under the HSR Act or any of other antitrust Laws to provide information, documents or other materials requested by any Governmental Body. Buyer shall, and shall cause its Affiliates from to take all actions necessary to, (A) resolve as soon as practicable objections, if any, asserted by any Antitrust Authority and (iii) cooperate Governmental Body with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation respect to this Agreement or other inquiry concerning the transactions contemplated by this Agreement initiated and (B) obtain promptly all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or Orders from any Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement, including to secure the termination or expiration of the applicable waiting period and all requisite clearances and approvals under the HSR Act and any other antitrust Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or prior to the End Date, without challenge by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to Governmental Body, and otherwise resolve such any objections, if any, as may be asserted by any Governmental Body with respect to this Agreement or the transactions contemplated by this Agreement, including, but not limited to, by (x) seeking to prevent the initiation of, and defending any Proceeding challenging this Agreement under any Antitrust Law; provided, however, that or the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion consummation of the assets transactions contemplated hereby, (y) avoiding the entry of, or causing to be lifted or rescinded any injunction, judgment, order or ruling entered by any Governmental Body adversely affecting the ability of the Company. Parties to consummate the transactions contemplated by this Agreement, and (cz) Each party hereto divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, or entering into a consent decree order requiring the divestiture or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. Further, each of Buyer and Sellers shall, and shall promptly inform cause their Affiliates to, coordinate and cooperate with the other parties in connection with efforts to obtain all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or orders from any Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (1) cooperating in all respects with the other in connection with any investigation or other inquiry, (2) keeping the other promptly informed of any material communication made tofrom any Governmental Body, including the Federal Trade Commission or received by such party from, any Antitrust Authority U.S. Department of Justice or any other similar foreign Governmental Authority Body regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i3) "ANTITRUST AUTHORITIES" means providing the Federal Trade Commission, other and its advisors with a reasonable opportunity to (I) review and comment upon any proposed communication with any Governmental Body and consider in good faith the Antitrust Division views of the Department other in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other communication to be made or submitted in connection with any request, inquiry, investigation, action or legal proceeding of Justicea Governmental Body, (II) consult with the attorneys general of the several states of the United States and other prior to any other meeting or conference with any Governmental Authority having jurisdiction with respect Body, (III) to the transactions contemplated hereby pursuant to applicable Antitrust Laws extent permitted by such Governmental Body, attend and participate in such meetings or conferences, and (iiIV) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.providing

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in The Parties agree to make, and to cause their respective Affiliates to make, any necessary filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other applicable antitrust Laws no event later than fifteen three (3) Business Days following the date after execution of this Agreement as to initial filings) all actions necessary to make Agreement, which filings shall include a request for early termination of the filings required of it or any of its applicable waiting period under, and shall be in substantial compliance with, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. The Parties shall, and shall cause their respective Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebyto, (ii) comply at the earliest practicable date with any formal request under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or informal request for additional information any other applicable antitrust Laws to provide information, documents or documentary other materials requested by any Governmental Authority. (ii) The Parties shall, and shall cause their respective Affiliates to, (A) use their reasonable best efforts to resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement and (B) take all actions necessary to obtain promptly all consents, approvals, authorizations, declarations, waivers, licenses, franchises, permits, certificates or orders from any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including to secure the termination or expiration of the applicable waiting period and all requisite clearances and approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other antitrust Laws - 42 - (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or prior to January 15, 2019 (the “End Date”), without challenge by any Governmental Authority, and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement, including by (x) seeking to prevent the initiation of, and defending any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, and (y) avoiding the entry of, or causing to be lifted or rescinded any injunction, judgment, order or ruling entered by any Governmental Authority adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement. (iii) The Parties may, by mutual agreement, extend the End Date so as to permit the Parties to satisfy the Antitrust Conditions. Further, the Parties shall, and shall cause their Affiliates to, coordinate and cooperate with each other in connection with their respective efforts to obtain all consents, approvals, authorizations, declarations, waivers, licenses, franchises, permits, certificates or orders from any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (A) cooperating in all respects in connection with any investigation or other inquiry, (B) keeping each other promptly informed of any material communication received by it a Party or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation Governmental Authority, including the Federal Trade Commission or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent U.S. Department of Parent, commit to any divestiture transaction and Parent shall not be required to divest Justice or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other similar foreign Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby, (C) providing the other Parties and their advisors with a reasonable opportunity to (1) review any proposed communication with any Governmental Authority relating to this Agreement or the transactions contemplated thereby, (2) consult the other Parties prior to any meeting or conference with any Governmental Authority, and (3) to the extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (D) providing such other information and assistance as such Party may reasonably request in connection with the foregoing. (div) For purposes Notwithstanding the foregoing or any other provision of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade CommissionParties understand and agree that the commercially reasonable efforts of any Party shall not obligate the Buyer, the Antitrust Division Surviving Company, or any of their respective Affiliates to divest or otherwise hold separate (including by establishing a trust or otherwise), or take any similar action (or otherwise agreeing to do any of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction foregoing) with respect to any business, asset or property that was owned by the transactions contemplated hereby pursuant Company, any of its Subsidiaries, the Buyer or any of their respective Affiliates prior to applicable Antitrust Laws and the date hereof. (iiv) "ANTITRUST LAW" means Buyer shall be responsible for the payment of all filing fees under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Act and all any other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeapplicable antitrust Laws.

Antitrust Laws. (a) Each party hereto shall Buyer shall: (i) take as promptly (as reasonably practicable but in no event later than fifteen the fifth (5th) Business Days Day following the date of this Agreement as hereof, to initial filings) the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary to make file or cause to be filed any Notification and Report required of it or any of its Affiliates under the HSR Act in connection with this Agreement and the Transaction, which Notification and Report shall include a request for early termination of the applicable waiting period under the HSR Act; (ii) as promptly as reasonably practicable following the date hereof, take all actions necessary to file or cause to be filed any filings required of it or any of its Affiliates under any other applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebyTransaction; (iii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iiiv) comply at the earliest practicable date comply with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority Authority; and (iiiv) consult and cooperate with one another the Seller Parties, and consider in good faith the views of the Seller Parties, in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws. The Seller Parties shall (x) as promptly as practicable following the date hereof, take all actions necessary to file or cause to be filed any filings required of it or any of its Affiliates under any other applicable Antitrust Laws and in connection with resolving this Agreement and the Transaction (other than under the HSR Act); and (y) consult and cooperate with Buyer, and consider in good faith the views of Buyer, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Laws. Each of Buyer and the Seller Parties will promptly notify outside counsel for the other parties hereto of any written communication made to or received by either Buyer and/or the Seller Parties, as the case may be, from any Antitrust Authority regarding the Transaction, and, subject to applicable Law, if practicable, permit outside counsel for the other parties hereto to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other parties’ reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with outside counsel for the other parties hereto in advance and, to the extent permitted by this Agreement initiated by any such Antitrust Authority. (b) Each party hereto shall use , gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for the other Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its reasonable best efforts to resolve such objectionsrespective staff on the other hand, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that and the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (db) For purposes Buyer shall be solely responsible for the payment of this Agreementall filing fees under the HSR Act and under any such other laws or regulations, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and including any other Governmental Authority having jurisdiction with respect Antitrust Laws, applicable to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeTransaction.

Antitrust Laws. (a) Each party hereto shall of the Parties will (i) take promptly (but in no event later than fifteen Business Days following cause the date of this Agreement as Notification and Report Forms required pursuant to initial filings) all actions necessary the HSR Act with respect to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, hereby to be filed no later than twenty (20) Business Days after the Effective Date; (ii) comply at request early termination of the earliest practicable date with waiting period relating to such HSR Act filings; (iii) make an appropriate response to any formal or informal request requests for additional information or and documentary material received made by it or any of its Affiliates from any Antitrust Authority a Governmental Entity pursuant to the HSR Act; and (iiiiv) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. All filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses. (b) The Parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. Each Party shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated hereby, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in any substantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated hereby. (c) Each Party shall use reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction Entity with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means under the ▇▇▇▇▇▇▇ HSR Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, as amended, and all any other Puerto Rico, federal, United States federal or state and or foreign statutes, rules, regulations, ordersOrders, decrees, administrative and or judicial doctrines, and doctrines or other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this ‎Section 8.8(c), each Party shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the Effective Date.

Antitrust Laws. (a) Buyer and the Seller agree to make, and to cause their Affiliates to make, any necessary filings under any applicable Competition Law as soon as practicable after execution of this Agreement. Each party hereto shall Party will, and will cause its Affiliates to, comply at the earliest practicable date with any request under any applicable Competition Law to provide information, documents or other materials requested by any Governmental Authority. Each Party will, and will cause its Affiliates to, use their commercially reasonable efforts to (i) take resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement and (ii) obtain expiration of the applicable waiting period and all requisite clearances and approvals under such applicable Competition Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or before March 15, 2022 (but or until June 15, 2022, if Buyer’s Board of Directors (in no event its sole discretion) has extended the period of time to consummate a business combination in accordance with its Organizational Documents, or such later than fifteen Business Days following date as Buyer (under the date authority of its Board of Directors) and the Seller may mutually agree, the “End Date”), without challenge by any Governmental Authority, and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement. Further, each Party will, and will cause its Affiliates to, coordinate and cooperate with the other Parties in connection with their efforts to satisfy the Antitrust Conditions or otherwise in connection with the requirements of this Agreement as to initial filingsSection 6.03(b), including (A) cooperating in all actions necessary to make respects with the filings required other Parties in connection with any investigation or other inquiry, (B) keeping the other Parties promptly informed of it any material communication received by such Party or any of its Affiliates from any Governmental Authority regarding any of the transactions contemplated hereby, (C) providing the other Parties and their advisors with a reasonable opportunity to (1) review any proposed communication by such Party or its Affiliates with any Governmental Authority, (2) consult with such Party before any meeting or conference with any Governmental Authority, (3) to the extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (4) providing such other information and assistance as such Party may reasonably request in connection with the foregoing. Buyer and the Seller will each be responsible for the payment of one-half of all filing fees under any applicable Antitrust Laws Competition Law. Notwithstanding anything to the contrary in connection this Agreement, if any objections are raised or asserted with this Agreement respect to the transactions contemplated hereby under any applicable Competition Law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated hereby as being in violation of any applicable Competition Law, or which would otherwise prevent, impede, or delay the consummation of the transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or actions so as to permit the consummation of the transactions contemplated hereby as soon as reasonably practicable; provided that, and notwithstanding anything to the contrary set forth herein, no Party will be required to enter into any Contracts or take any other actions to resolve any such objections or actions if such a Contract or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of the transactions contemplated hereby, (ii) comply at result in the earliest practicable date with transactions contemplated hereby being rescinded, (iii) require or compel Buyer to divest, dispose of, license, or hold separate any formal portion of the business, operations, assets, or informal request for additional information product lines of Buyer or documentary material received by it its Affiliates, or (iv) restrict, prohibit or limit the ability of Buyer or any of its Affiliates from to conduct their business. In no event shall Buyer or any Antitrust of its Affiliates be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant or (y) litigate or participate in the litigation of any Proceeding, whether juridical or administrative, brought by any Governmental Authority challenging or seeking to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Actrestrain, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having place conditions on the purpose consummation of the transactions contemplated hereby or effect the ownership or operation by Buyer or any of monopolization its Affiliates of all or restraint a portion of tradetheir respective businesses.

Antitrust Laws. (a) Each party hereto shall The Parties will (i) take promptly (but in cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement to be filed no event later than fifteen Business Days following thirty (30) days prior to the date Closing, (ii) request early termination of the waiting period relating to such HSR Act filings, if early termination is being granted at the time of such filing, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and (iv) otherwise use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement as soon as practicable. The Parties shall use commercially reasonable efforts to initial promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) all actions necessary to make and any Governmental Entity regarding any of the filings required of it transactions contemplated by this Agreement. If a Party or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with receives any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority Governmental Entity with respect to the transactions contemplated by this Agreement, then the Party, to the extent necessary and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation advisable, shall provide a reasonable response to such request as promptly as reasonably practicable. All fees or other inquiry concerning payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses. (b) The Parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement initiated and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. Each Party shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any Antitrust Authoritysubstantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. (bc) Each party hereto Party shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ HSR Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, as amended, and all any other Puerto Rico, federal, United States federal or state and or foreign statutes, rules, regulations, ordersOrders, decrees, administrative and or judicial doctrines, and doctrines or other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 7.8(c), each Party shall use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (d) The Buyer shall not take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement as a result of the application of any Antitrust Law. (e) Notwithstanding anything in this Agreement to the contrary, but subject to compliance with Section 7.5, nothing in this Section 7.8 shall require Buyer, Sponsor or any of their respective Affiliates to take any action with respect to any of Buyer’s or Sponsor’s Affiliates (other than Buyer and Buyer’s Subsidiaries and the Utz Companies), any of their respective affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Buyer, Sponsor or their respective Affiliates (other than the Utz Companies), or any interests therein, including selling, divesting or otherwise disposing of, licensing, holding separate, or otherwise restricting or limiting its freedom to operate with respect to, any business, products, rights, services, licenses, investments, or assets, of Buyer, Sponsor or their respective Affiliates (other than the Utz Companies), any of their respective affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Buyer, Sponsor or their respective Affiliates (other than the Utz Companies), or any interests therein.

Antitrust Laws. Each of Buyer and the Company shall: (a) Each party hereto shall (i) take as promptly (as practicable, but in no event later than fifteen ten Business Days following after the date of this Agreement as to initial filings) hereof, take all actions necessary to make file or cause to be filed the filings Notification and Report Forms required pursuant to the HSR Act (and, in connection therewith, such Parties shall request early termination to the extent permitted by the FTC or DOJ); (b) take all actions necessary to cause the expiration or termination of it the applicable waiting period under the HSR Act and obtain any other consents required from any Governmental Authority or any of its Affiliates under any authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws in connection with this Agreement (“Antitrust Authorities”); and the transactions contemplated hereby, (iic) comply at the earliest practicable date date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the Antitrust Filing Period, such Antitrust Filing Period shall be extended, day-for-day, for each Business Day the Government Closure is in effect. If, prior to the Closing a merger control inquiry is initiated by a Governmental Authority listed in Schedule 6.4, approval in that jurisdiction, or confirmation that the inquiry has ended (for which an email from the Governmental Authority stating that it has no further questions will be sufficient), will be deemed a condition to the Parties’ obligation to effect the Closing under Section 2.7(a). Each of Buyer and the Company shall: (i) promptly notify each other of any written communication made to or received by Buyer or the Company, as the case may be, from any Antitrust Authority regarding any of the transactions contemplated hereby; (ii) subject to applicable Law, permit each other to review in advance any proposed written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (iii) cooperate with one another not agree to participate in connection any substantive meeting or discussion with any filing under applicable such Antitrust Laws and Authority in connection with resolving respect of any filing, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by this Agreement initiated by any such Antitrust Authority. , gives the other Party the opportunity to attend; and (biv) Each party hereto shall use furnish each other with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective Representatives, on one hand, and any such Antitrust Authority or its reasonable best efforts to resolve such objectionsrespective staff, if anyon the other hand, as may be asserted in each case, with respect to this Agreement and the transactions contemplated by this Agreement under any Antitrust Lawhereby; provided, however, that the Parties shall not be required to share filings made under the HSR Act; and provided, further that materials may be redacted before being provided to the other Party (A) to remove references concerning the valuation of the Company or Buyer’s future plans for the Company, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns. Without limiting the foregoing, Buyer shall take all steps necessary or prudently advisable to avoid or eliminate any impediment under any Antitrust Law so as to enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as possible and avoid any lawsuit by any Governmental Authority which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Buyer’s obligations hereunder shall include Buyer and its Affiliates proposing or agreeing to sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company Group or any of their respective Affiliates, and taking any other actions as may be requested or required by the United States Department of Justice Antitrust Division or the United States Federal Trade Commission or any other Governmental Authority, in each case, to permit the closing of the transactions contemplated by this Agreement as promptly as practicable after the date hereof and in any event prior to the Outside Date, including contesting administratively or in court, any ruling, order or other action of any Antitrust Authority or any other Person in respect of the transactions contemplated by this Agreement, provided that, notwithstanding anything in this Agreement to the contrary, neither Buyer nor any of its Affiliates shall be required to take, or cause to be taken, any action or actions that, individually or in the aggregate, would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of (x) the Business or the Company Group, taken as a whole, or (y) Buyer and its Affiliates, taken as a whole (but deemed for purposes of this clause (y) to be a Person 100% of the size of the Business) (any of the foregoing, a “Burdensome Effect”). Prior to the Closing, Seller and the Company Group will provide all reasonable cooperation requested to assist Buyer in connection with any sale, hold separate, divestiture, discontinuance or limit, or any other action as may be required or required by the United States Department of Justice Antitrust Division or the United States Federal Trade Commission or any other Governmental Authority, involving the Company Group. Buyer and the Company shall not, and shall cause its respective Affiliates not to, enter into any agreement with any Antitrust Authority or extend any waiting period under the HSR Act or any other Antitrust Laws without the prior written consent of Parentthe other Party (such consent not be unreasonably conditioned, commit to any divestiture transaction and Parent delayed or withheld). Buyer shall not be required to divest or hold separate or otherwise (and shall cause its Affiliates not to) take or commence fail to take any action thatthat is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, materially delaying (x) the consummation of the transactions contemplated by this Agreement, including (1) imposing any material delay in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made toobtaining of, or received by such party frommaterially increasing the risk of not obtaining, any authorization, consent, order, declaration or approval of any Antitrust Authority necessary to consummate the Share Purchase or the expiration or termination of any other Governmental applicable waiting period, (2) materially increasing the risk of any Antitrust Authority regarding any entering an order prohibiting the consummation of the 43 Share Purchase, (3) materially increasing the risk of 56 transactions contemplated hereby. not being able to remove any such order on appeal or otherwise or (d4) For purposes materially delaying or preventing the consummation of the Share Purchase or (y) the ability of Buyer to fully perform its covenants and other obligations in this Agreement. To the extent not in conflict with the foregoing or anything else in this Agreement, (i) "ANTITRUST AUTHORITIES" means Buyer shall have the Federal Trade Commissionright to determine the strategy regarding authorizations, the Antitrust Division consents, orders, declarations or approvals of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect or the expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeby this Agreement.

Antitrust Laws. (a) Each party hereto The Sellers shall (i) take timely and promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) make all actions necessary to make the filings which may be required of by it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the consummation of the transactions contemplated hereby, (ii) comply at hereby under the earliest practicable date with any formal or informal Antitrust Improvements Act. The Sellers shall furnish to Buyer such necessary information and assistance as Buyer may reasonably request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with Buyer's preparation of any filing necessary filings or submissions by it to any governmental agency, including, without limitation, any filings necessary under applicable the provisions of the Antitrust Laws Improvements Act. The Sellers shall provide Buyer with the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between the Sellers or their representatives, on the one hand, and in connection with resolving any investigation the Federal Trade Commission ("FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or members of their respective staffs, on the other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objectionshand, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that or the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (db) For purposes Buyer shall timely and promptly make all filings which are required by it in connection with the consummation of this Agreementthe transactions contemplated hereby under the Antitrust Improvements Act. Buyer shall furnish to the Sellers such necessary information and assistance as the Sellers may reasonably request in connection with the Sellers' preparation of any necessary filings or submissions by it to any governmental agency, including, without limitation, any filings necessary under the provisions of the Antitrust Improvements Act. Buyer shall provide the Sellers with the opportunity to make copies of all correspondence, filings or communications (ior memoranda setting forth the substance thereof) "ANTITRUST AUTHORITIES" means between Buyer or its representatives, on the Federal Trade Commissionone hand, and the FTC, the Antitrust Division or members of their respective staffs, on the Department of Justiceother hand, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to this Agreement or the transactions contemplated hereby pursuant to applicable hereby. The filing fees for all filings required by the Antitrust Laws Improvements Act under this Section 4.4 and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, expenses for complying with any request of the ▇▇▇▇▇▇▇ Act, as amended, FTC or the HSR Act, the Federal Trade Commission Act, as amended, Antitrust Division shall be borne equally by Buyer and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeSellers.

Antitrust Laws. (a) Each party hereto shall of Buyers and Sellers will (i) take promptly (but in cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no event later than fifteen ten (10) Business Days following after the date of execution of this Agreement Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to initial the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of all applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as possible. The Parties shall use reasonable best efforts to obtain as soon as possible, and to cooperate with each other to obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) all actions necessary to make and any Governmental Entity regarding any of the filings required of it transactions contemplated hereby. If a Party or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with receives any formal or informal request for additional supplemental information or documentary material received by it or (including any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another “second request” in connection with the HSR Act) from any filing under Governmental Entity with respect to the transactions contemplated hereby, then such Party shall make, or cause to be made, as promptly as practicable, a response in compliance with such request. Buyers shall, and shall cause their Affiliates to, pay all fees and make other payments required by applicable Antitrust Laws Law (including the HSR Act) to any Governmental Entity in order to obtain any such approvals, consents, or orders. (b) Seller Representative and in connection with resolving any investigation or Buyers shall keep each other inquiry concerning apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement initiated and promptly furnish the other with copies of notices or other communications between Sellers or Buyers (including their respective Affiliates and representatives), as the case may be, and any third-party or Governmental Entity with respect to such transactions. Seller Representative, on the one hand, and Buyers, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, and consider in good faith the views and input of the other Party in connection with, any proposed material communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. Buyers shall not, and shall cause their Affiliates not to, without the prior written consent of Seller Representative, (i) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act, (ii) extend or restart the waiting, review or investigation period under any applicable Antitrust AuthorityLaw or (iii) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Entity to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, the transactions contemplated hereby. (bc) Each party hereto of Buyers and Sellers shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Law; providedthe HSR Act, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or monopolization, restraint of tradetrade or lessening of competition through merger or acquisition (collectively, the “Antitrust Laws”). Each of Buyers and Sellers shall use reasonable best efforts to take such action as may be required to cause the expiration or termination of all waiting or notice periods under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as soon as possible after the execution of this Agreement. (d) In connection with and without limiting the foregoing, Buyers agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity or other Person so as to enable the Parties to close the transactions contemplated by this Agreement as soon as possible (and in any event no later than the Outside Date), including taking all such action as may be necessary or advisable to resolve such objections, if any, as any Governmental Entity or other Person may assert under any applicable Antitrust Laws with respect to the transactions contemplated hereby provided, however, that Buyers shall not be required to divest any assets. At the request of Seller Representative, each Buyer shall, and shall cause their Affiliates to, use its reasonable best efforts to vigorously contest, resist, defend, litigate on the merits and appeal, including through the issuance of a final, non-appealable order or other Law, any Proceeding brought by a Governmental Entity or other Person, whether judicial or administrative, challenging or seeking to delay, restrain or prohibit the consummation of the transactions contemplated hereby. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, and without limiting the generality of the foregoing, Buyers shall, and shall cause their Affiliates to, if necessary to eliminate any impediment under the HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person, offer, propose, negotiate, agree and commit to and effect, by consent decree, hold separate order or otherwise, (i) conduct of business restrictions, including restrictions on Buyers’ or their Affiliates’ ability to manage, operate or own any assets, businesses or interests, and (ii) any other change or restructuring of Buyers, Buyers’ Affiliates or the Acquired Entities and other actions and non-actions with respect to assets, businesses or interests of Buyers, Buyers’ Affiliates or the Acquired Entities. (e) Buyers shall not, and shall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any Person, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, could (i) impose material delay in the obtaining of, or increase the risk of not obtaining, any clearances, approvals or consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order or other Law prohibiting the consummation of the transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such order or other Law on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement; provided, that the foregoing clauses (i) through (iv) shall not apply to any acquisition of the interests of Crestwood Permian Basin Holdings LLC by Affiliates of Buyers from FR XIII Crestwood Permian Basin Holdings LLC or its Affiliates.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in Buyer, Merger Sub, Arsenal Blocker Seller and the Company agree to make, and to cause their Affiliates to make, any necessary filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other applicable antitrust Laws as soon as practicable and no event later than fifteen six (6) Business Days following the date after execution of this Agreement as to initial filings) all actions necessary to make Agreement, which filings shall include a request for early termination of the filings required of it or applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any of other antitrust Laws. Buyer shall, and shall cause its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebyto, (ii) comply at the earliest practicable date with any formal request under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or, if applicable, such other antitrust Laws to provide information, documents or informal request other materials requested by any Governmental Authority. Buyer shall, and shall cause its Affiliates to, (i) use their best efforts to resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions and (ii) take all actions necessary to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other applicable antitrust Laws (collectively, the "Antitrust Conditions") as promptly as practicable and in any event on or prior to July 31, 2017 (the "End Date"), without challenge by any Governmental Authority (including by opposing any motion or action for additional information a temporary, preliminary or documentary permanent injunction or order against or preventing or delaying the consummation of the Transactions) and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions, including by divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, limiting conduct or actions to be taken after the Closing, or entering into a consent decree order requiring the divestiture, licensing or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. The Company may, at its option, extend the End Date so as to permit Buyer to satisfy the Antitrust Conditions. Further, Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the Company in connection with its efforts to satisfy the Antitrust Conditions, including (i) cooperating in all respects with the Company in connection with any investigation or other inquiry, (ii) keeping the Company promptly informed of any material communication received by it Buyer or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation Governmental Authority, including the Federal Trade Commission or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust U.S. Department of Justice or similar foreign Governmental Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this AgreementTransactions, (iiii) "ANTITRUST AUTHORITIES" means providing the Federal Trade CommissionCompany and its advisors with a reasonable opportunity to (A) review and approve the content of any communication, the Antitrust Division of the Department of Justicepresentations, the attorneys general of the several states of the United States and white papers or other written materials to be submitted to any other Governmental Authority having jurisdiction in advance of any such submission, (B) consult with respect Buyer prior to any meeting or conference with any Governmental Authority, and (C) to the transactions contemplated hereby pursuant to applicable Antitrust Laws extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (iiiv) "ANTITRUST LAW" means providing such other information and assistance as the Company may reasonably request in connection with the foregoing. Buyer shall be responsible for the payment of all filing fees under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Act and all any other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeantitrust Laws.

Antitrust Laws. Each of the Buyer and the Company shall or shall cause its ultimate parent entity (as that term is defined in the HSR Act and as determined at the time of the Closing) to: (a) Each party hereto shall as soon as reasonably practicable and, in any event, within ten (i10) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) hereof (“HSR Filing Period”), take all actions necessary to make file or cause to be filed the notification and report forms required pursuant to the HSR Act; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the HSR Filing Period, the HSR Filing Period shall be extended, day for day, for each Business Day the Government Closure is in effect; (b) subject to the limitations set forth herein (including the limits set forth in the third to last sentence of this Section 7.8), take all actions to obtain HSR Clearance and any other consents required of it or from any of its Affiliates under any Governmental Authority having jurisdiction with respect to the Contemplated Transactions pursuant to applicable Antitrust Laws in connection with this Agreement (“Antitrust Authorities”) or any other applicable Governmental Authority; and the transactions contemplated hereby, (iic) comply at the earliest practicable date with date, provide an appropriate response to any formal or informal reasonable written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority or other applicable Governmental Authority. The Parties shall: (i) promptly notify each other and Parent of any substantive written communication made to or received by either of the Parties, as the case may be, from any Antitrust Authority or other applicable Governmental Authority regarding the Contemplated Transactions; (ii) subject to applicable Law, permit each other and Parent to review in advance any proposed substantive written communication to any such Antitrust Authority or other applicable Governmental Authority and incorporate reasonable comments thereto; (iii) cooperate with one another not agree to participate in connection any substantive in-person or telephonic meeting or discussion with any filing under such Antitrust Authority or other applicable Antitrust Laws and Governmental Authority in connection with resolving respect of any filing, investigation or other inquiry concerning the transactions contemplated by this Agreement initiated or the Contemplated Transactions unless, to the extent reasonably practicable, it consults with the other Party and Parent in advance and, to the extent permitted by such Antitrust Authority or other applicable Governmental Authority, gives the other Party or its Representative and Parent or its Representatives the opportunity to attend; and (iv) furnish each other and Parent with copies of all substantive correspondence, filings and written communications between either of the Parties, as applicable, and their Affiliates and their respective Representatives, on one hand, and any such Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if anyGovernmental Authority or their respective staffs, as may be asserted on the other hand, in each case, with respect to the transactions contemplated by this Agreement under any Antitrust Lawor the Contemplated Transactions; provided, however, that neither of the Parties shall be required to share filings made under the HSR Act; and provided, further, that materials may be redacted before being provided by any of the Parties or Parent to any of the other Parties or Parent (x) to remove references concerning the valuation of Hemisphere, the Company and their respective Subsidiaries or individual customer pricing information, (y) as necessary to comply with contractual arrangements or applicable Laws and (z) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 7.8 as “outside counsel only.” Such materials and the information contained therein shall notbe given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the prior advance written consent of Parentthe Party or entity providing such materials. Subject to applicable Law, commit the Parties will consult and cooperate with each other and Parent in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any divestiture transaction Governmental Authority regarding the Contemplated Transactions by or on behalf of any Party. Notwithstanding the foregoing or any provision of this Agreement, the Buyer and Parent its Affiliates (including, following the Closing, the Company’s and its Subsidiaries’) shall not be required to divest or (A) divest, hold separate separate, sell, license, discontinue or otherwise take limit its or commence to take any action that, in the reasonable discretion of Parent, materially limits its their ability to use any of its or their businesses, product lines, equity holdings, Contracts, services, assets or operations, or any business, product lines, equity holdings, Contracts, services, assets or operations, including, without limitation, of the Company and its Subsidiaries, (B) accept or implement the imposition of any limitation or regulation on the ability of the Buyer and its Affiliates to freely conduct its and their (and following the business Closing, the Company’s or its ability Subsidiaries’) businesses or to own, control, or retain the securities of any of the Company or any its Subsidiaries unless such limitation or regulation is not material portion to the businesses of the assets Company and its Subsidiaries, and the business of the Company. Buyer and its Subsidiaries that is substantially the same as the Service, taken as a whole, (cC) Each party hereto shall promptly inform oppose any Action filed or initiated by any Person challenging or that could result in a challenge to the other parties lawfulness of any material communication made tothe Contemplated Transactions, or received by such party from(D) submit to any Order providing for any of the foregoing actions. Further, notwithstanding anything in this Agreement to the contrary, the Buyer shall determine the strategy to be pursued for obtaining and lead the effort to obtain all requisite approvals, orders and authorizations under applicable Antitrust Laws for the Contemplated Transactions from any Antitrust Authority or any other applicable Governmental Authority regarding any Authority. Each of the 43 Seller and the Buyer shall bear fifty percent (50%) of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means all filing fees for the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, filing under the HSR Act, Act for the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeContemplated Transactions.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but In furtherance and not in no event later than fifteen limitation of Section 4.2, within five Business Days following after the date of this Agreement as to initial filings) all actions necessary to make Agreement, Parent shall, or shall cause Merger Sub to, on the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement one hand, and the transactions contemplated herebyCompany shall, (ii) comply at or shall cause its subsidiaries to, on the earliest practicable date other hand, make any and all filings which are required under the HSR Act and any other Antitrust Law with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning respect to the transactions contemplated by this Agreement initiated Agreement. The Company shall furnish to Parent, and Parent shall, and shall cause Merger Sub to, furnish to the Company, such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Law. The Company shall promptly inform Parent, and Parent shall promptly inform the Company, as to any material communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission and the United States Department of Justice; to the extent practicable, Parent and the Company shall each permit the Company or Parent (as the case may be) to review in advance and consider in good faith the other Party’s reasonable comments in any communication given by it to any Antitrust Authority. Governmental Entity, and, to the extent there are any meetings or substantive telephone or video calls with any Governmental Entity, the Company and Parent shall each permit the other to attend such meetings or calls unless prohibited by such Governmental Entity; provided that materials required to be provided pursuant to this Section 4.4 may be restricted to outside counsel and may be redacted (bi) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address legal privilege concerns. Each party hereto Party shall use its reasonable best efforts respective Reasonable Efforts to comply as promptly as possible with any such inquiry or request. Each Party hereby covenants and agrees to use Reasonable Efforts to secure termination of any waiting periods under the HSR Act and any other Antitrust Law, to obtain the approval of any Governmental Entity necessary to consummate the transactions contemplated hereby and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Lawhereby; provided, however, that the Company nothing contained herein shall not, without the prior written consent of require Parent, commit Merger Sub or any of their respective affiliates to any divestiture transaction and Parent shall not be required (a) agree to divest sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commence commit to take any action thatthat could limit its freedom of action with respect to, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain retain, one or more of its businesses, product lines or assets, or (b) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby as violative of any Antitrust Law. Parent and the Company shall each be responsible for 50% of the filing fees payable under the HSR Act and any other Antitrust Law. The Parties acknowledge and agree that the Company’s liability for 50% of the fees as described in the foregoing sentence shall be included as an accrued liability in the Final Statement for purposes of determining Closing Net Working Capital to the extent that the Company has not paid such fees prior to the Closing. (b) Prior to the Closing Date, no Party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any material Governmental Entity, or the expiration or termination of any waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person that competes with the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to. The Parties further covenant and agree, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the transactions contemplated hereby pursuant herein, to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means use Reasonable Efforts to prevent or lift the ▇▇▇▇▇▇▇ Actentry, enactment or promulgation thereof, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecase may be.

Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days five business days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, howeverincluding, that if necessary, agreeing to or causing the 44 49 divestiture of nonmaterial assets. In the event that, notwithstanding each party's commercially reasonable best efforts, the requisite approval of Canadian Antitrust Authorities cannot be obtained, and as a result thereof the sole remaining condition to Consummation of the Offer is the condition set forth in clause (a)(ii) of Annex I with respect to the approval of Canadian Antitrust Authorities, then (i) the Company shall not, without have the prior written consent of Parent, commit right to any agree to or cause the divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company's Canadian assets in such manner as may be permitted by Canadian Antitrust Law and (ii) upon the earlier to occur of such agreement or the consummation of such divestiture the condition set forth in clause (a)(ii) of Annex I with respect to the approval of Canadian Antitrust Authorities shall no longer apply and shall be deemed satisfied. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the Sher▇▇▇ ▇▇▇▇▇▇▇ Act, as amended, the Clay▇▇▇ ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act (Canada), as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Antitrust Laws. (a) Each party hereto The Buyer shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement consult and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another Seller Parent, and consider in good faith Seller Parent’s views, in connection with any filing under applicable Antitrust Laws analyses, appearances, meetings, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with resolving Proceedings under or relating to any investigation Antitrust Law; provided, however, that, with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or other inquiry concerning proposals, the transactions contemplated by this Agreement initiated Buyer need not supply Seller Parent with copies (or in case of oral presentations, a summary). The Buyer will promptly provide Seller Parent with all information necessary for Seller Parent to submit filings required by any Antitrust Law, and any information necessary to respond to any supplemental requests for information by any Governmental Authority. . The Buyer shall pay all fees and expenses of filings under any Antitrust Law. The Buyer will notify Seller Parent promptly upon the receipt of (bi) Each party hereto any comments from any officials of any Governmental Authority in connection with any filings made under any Antitrust Law and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply with, any Antitrust Laws in all material respects. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made under an Antitrust Law, the Buyer will promptly inform Seller Parent of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. The Buyer shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any the Antitrust Law; provided, however, that the Company Laws. The Buyer shall not, without the prior written consent of Parent, commit use its reasonable efforts to any divestiture transaction and Parent shall not take such action as may be required to divest cause the expiration or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion termination of the assets waiting or notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority foregoing or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes provision of this Agreement, (i) "ANTITRUST AUTHORITIES" means nothing in this Section 6.1 shall limit the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect Buyer’s right to the transactions contemplated hereby terminate this Agreement pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means Section 11.2 so long as the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and Buyer has until such date complied in all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradematerial respects with its obligations under this Section 6.1.

Antitrust Laws. (ai) Each party hereto shall (iA) take promptly (but in file the Notification and Report Form required under the HSR Act with respect to the Merger with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission no event later than fifteen ten (10) Business Days following the date hereof, and request early termination of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebywaiting period therein, (iiB) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates Subsidiaries from any Antitrust Authority and (iiiC) cooperate with one another in connection with any filing under applicable Antitrust Laws the preparation of their respective Notification and Report Forms and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (bii) All filing fees payable under the HSR Act shall be borne equally and paid when due by the Company, on the one hand, and Parent and Merger Sub, on the other hand. (iii) Each party hereto shall use its reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided. In the context of this Section 4.5(d)(iii), however“best efforts” shall include, that without limitation, the following: (A) if Parent or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, Parent and the Company shall not, without substantially comply with such formal request within sixty (60) days following the prior written consent date of Parent, commit its receipt thereof; (B) Each of Parent and the Company shall promptly respond to any divestiture transaction request from the other for information or documentation reasonably requested by the other party in connection with the development and Parent shall not implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be required restricted to divest such other parties’ outside counsel and economists or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company.advisers retained by such counsel; (cC) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority Entity regarding any of the 43 of 56 transactions contemplated hereby; (D) Parent at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Parent, the Company or any of its Affiliates, it being understood that Parent shall be permitted to negotiate in good faith with the Antitrust Authorities; (E) In the event any Antitrust Authority initiates a proceeding before any court, commission, quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction seeking to restrain, enjoin or prohibit the Merger, Parent shall use its commercially reasonable efforts to prevent the entry of any order restraining, enjoining or prohibiting the Merger, including by retaining all appropriate expert witnesses and consultants. The Company shall be permitted to participate in all aspects of the defense of such proceedings and Parent shall use its best efforts to prevail in such proceedings. Parent shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order. (dF) For purposes Parent shall not unilaterally withdraw its Notification and Report Form without the consent of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade CommissionCompany and the Company agrees that such consent shall not be unreasonably withheld. In the event that Parent withdraws its Notification and Report Form, the Antitrust Division parties agree that the applicable Notification and Report Form shall be re-filed within two (2) Business Days of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradedate such Form is withdrawn.

Antitrust Laws. (a) Each party hereto shall Subject to the terms and conditions of this Acquisition Agreement, each of the Parties will (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as use reasonable best efforts to initial filings) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning to consummate the transactions contemplated by this Agreement initiated by any Antitrust Authority. Acquisition Agreement, (bii) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted file Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days of the date hereof, (iii) use reasonable best efforts to file any other notification or reports pursuant to any other Antitrust Laws with respect to the transactions contemplated hereby within 15 Business Days of the date hereof, (v) comply as promptly as practicable with any request for additional information and documentary material that may be issued pursuant to the HSR Act, applicable Antitrust Law or any other Antitrust Laws and (vi) use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act, applicable Antitrust Law and any other Antitrust Laws as soon as practicable. Fees payable to Governmental Authorities in connection with filings required by this Agreement under any the Antitrust Law; Laws shall be shared equally between the Sellers and the Buyer, provided, however, that in no event shall the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not Sellers be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion pay more than $100,000 of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Companysuch fees. (cb) Each party hereto In connection with the efforts referenced in Section 6.7(b) to obtain all requisite approvals and authorizations for the transactions contemplated by this Acquisition Agreement under the HSR Act or any other Antitrust Law, each of the Parties shall promptly inform use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other parties Parties informed in all material respects of any material communication made to, or received by such party Party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreementgiven by such Party to, (i) "ANTITRUST AUTHORITIES" means the Federal Trade CommissionCommission (the “FTC”), the Antitrust Division of the Department of Justice, Justice (the attorneys general of the several states of the United States and “DOJ”) or any other Governmental Authority having jurisdiction charged with respect to enforcing Antitrust Laws and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby pursuant and (iii) permit counsel for the other Parties to review any material communication given to it by, and to consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority charged with enforcing Antitrust Laws in connection with any proceeding by a private party. Notwithstanding anything to the contrary contained herein, nothing contained in this Acquisition Agreement will require either Party or any of its Affiliates to (A) enter into any agreement, consent decree or other commitment requiring such Party or any of its Affiliates to divest, license or hold separate any assets of such Party or any of its Affiliates, (B) litigate, pursue or defend any action or proceeding in connection with any Antitrust Laws or (C) in connection with Antitrust Laws or any order or request of a Governmental Authority, take any other action that could, individually or in the aggregate, reasonably be expected to result in any event, change, circumstance, condition, development or effect that, either individually or in the aggregate with all other events, changes, circumstances, conditions, developments or effects, would adversely affect the business, condition (financial or otherwise), assets, Liabilities, operations or results of operations of such party or any of its Affiliates, or on their relationships with any of their customers, or any assets of the Business. In connection with the foregoing, each Party will promptly notify the other Party in writing of any communication received by that Party or its Affiliates from any Governmental Authority charged with enforcing Antitrust Laws and, subject to applicable Antitrust Laws and Law, provide counsel for the other Party with a copy of any such written communication (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect written summary of monopolization or restraint of tradeany oral communication).

Antitrust Laws. (a) Each party hereto shall of the Buyer Group and the Company will (i) take promptly (but in cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no event later than fifteen ten (10) Business Days following after the date of execution of this Agreement Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to initial the HSR Act and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) all actions necessary to make and any Governmental Entity regarding any of the filings required of it transactions contemplated hereby. If a Party or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with receives any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority Governmental Entity with respect to the transactions contemplated hereby, then the Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer Group and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation Company shall each pay 50% of all fees or other inquiry concerning payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders. (b) The Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement initiated and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Atlas Company or Parent (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company, on the one hand, and Buyer Group, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any Antitrust Authoritysubstantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. (bc) Each party hereto of Buyer Group and Seller shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Law; providedthe HSR Act, however, that the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the 43 of 56 transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all any other Puerto Rico, federal, United States federal or state and or foreign statutes, rules, regulations, ordersOrders, decrees, administrative and or judicial doctrines, and doctrines or other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 6.2(c), each of Buyer Group and Seller shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, but subject to the other terms and conditions of this Section 6.2(c), Buyer Group agrees to use their reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as expeditiously as possible (each, a “Remedial Action”); provided, however, that any Remedial Action may, at the discretion of Seller or Parent, be conditioned upon the consummation of the Closing. (d) Buyer Group shall not, and shall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to, (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an Order prohibiting the consummation of the transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement.