Common use of Consents and Filings Clause in Contracts

Consents and Filings. (a) The Seller and the Buyer shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller and the Buyer parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities Entities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreement, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act or any other applicable Lawwithin 10 Business Days after the date hereof. In furtherance and not in limitation of the foregoing, the Seller parties shall permit (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the Buyer expiration or termination of the waiting period applicable to the Merger under the HSR Act as promptly as reasonably participate practicable and in any event no later than the defense and settlement Outside Date, (ii) promptly notify the other parties of any claim, suit or cause of action relating to communication concerning this Agreement or and any of the transactions contemplated herebyhereby from any Governmental Entity and consider in good faith the views of the other parties and keep the other parties reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other parties with any written notices or other communications received from, or given to, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the Seller shall not settle FTC or compromise any such claimthe DOJ, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein and, to the contraryextent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture timing of any assets waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Buyer or any of its Affiliates or any portion of Merger) with the Business FTC or the Purchased Assets or (ii) limit DOJ unless it consults with the Buyer’s freedom of action with respect to, or its ability other parties and their representatives in advance and invites the other parties’ representatives to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businessesattend such meetings and/or discussions; provided, however, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, nothing in this Agreement shall prevent any party from responding to or offer complying with a subpoena or agree to, other legal process required by law or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order submitting factual information in response to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessa request therefor.

Consents and Filings. (a) The Seller As soon as reasonably practicable after the date of this Agreement, Buyer and Merger Sub, on the one hand, and the Buyer Company, on the other hand, shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action actions and to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Law or otherwise Laws, Contracts, Leases and Revenue Leases to consummate the Merger and make effective the other transactions contemplated by this Agreement Agreement, including (i) preparing and the Ancillary Agreements filing as promptly as practicablepracticable with any Governmental Authority or other Person all documentation to effect all filings, notices (including to (a) obtain from Governmental Authorities any carrier change notices), petitions, statements, registrations, submissions of information, applications and other Persons documents required hereunder and (ii) obtaining and maintaining all approvals, consents, approvalswaivers, authorizationspermits, qualifications notices and orders as are authorizations required for to be obtained hereunder from any Governmental Authority or other Person to consummate the consummation of the transactions contemplated by Merger and this Agreement and the Ancillary Agreements and transactions contemplated hereby (b) promptly make all necessary filingsthe foregoing in this clause (ii), and thereafter make any other required submissionscollectively, with respect to this Agreement required under the HSR Act or any other applicable Law“Consents”). In furtherance and not in limitation of the foregoing, Buyer and Merger Sub, on the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated herebyone hand, and the Seller shall not settle or compromise any such claimCompany, suit or cause of action without on the Buyer’s written consent. Notwithstanding anything herein to the contraryother hand, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require shall make all necessary filings to obtain the divestiture of any assets Consents from the FCC and the PUCs listed in Section 2.04 of the Buyer or any Company Disclosure Letter no later than fifteen (15) Business Days after the date of its Affiliates or any portion of the Business or the Purchased Assets or this Agreement, (ii) limit shall make all necessary filings to obtain all necessary Consents under Section 652 of the Communications Act and the FCC Regulations promulgated thereunder and, if applicable, the Consent of any other Governmental Authority required in connection with any necessary Consents under Section 652 of the Communications Act and the FCC Regulations promulgated thereunder, and (iii) shall make all necessary filings to obtain the Consents from Franchising Authorities listed in Section 2.04(B) of the Company Disclosure Letter (including FCC Forms 394 or other appropriate forms) or other applicable Governmental Authorities no later than twenty (20) Business Days after the date of this Agreement. Buyer shall promptly, but, to the extent practicable, in no event more than ten (10) Business Days after receipt of such request, furnish to any Governmental Authority from which a Consent is requested such information regarding Buyer, Buyer’s freedom of action with respect to, Affiliates or its ability direct or indirect investors, including financial or other required information relating to consolidate the cable and controlother media operations of such Persons, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller as a Governmental Authority may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action lawfully and reasonably require in connection with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessgranting such Consent.

Consents and Filings. (a) The Seller and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreements, including, but not limited to, the consents from third party licensors with respect to the Inbound Licenses and (b) promptly make all necessary filingshave vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and thereafter make any other required submissionsthat enjoins, with respect to restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement required under and the HSR Act or any other applicable LawAncillary Agreements. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.10 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller and Each of the Buyer parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreements, (ii) promptly (and in no event later than ten (10) days after the date hereof) make all necessary filings, and thereafter provide such additional information as may be reasonably requested, with respect to this Agreement required under the HSR Act and any Foreign Antitrust Laws that requires a mandatory merger control filing with respect to the transactions contemplated hereby and (biii) promptly make all necessary any filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation ; provided, however, that none of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer Selling Parties or any of its Affiliates their respective Subsidiaries (including any Transferred Company) shall commit to the payment of any fee, penalty or other consideration or make any portion of the Business other concession, waiver or the Purchased Assets or (ii) limit the Buyer’s freedom of action amendment under any Contract in connection with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or obtaining any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, consent without the prior written consent of Xxxxx-Xxxxxx. Each of the Buyerparties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, become subject toDUG and Xxxxx-Xxxxxx shall each have the right to promptly review in advance, consent toand to the extent practicable each shall consult with the other in connection with, all of the information relating to the Selling Parties and their respective Subsidiaries (including the Retained Companies and the Transferred Companies) or Xxxxx-Xxxxxx and its Subsidiaries, as the case may be, that appears in any filing made with, or offer or agree to, or otherwise take any action with respect written materials submitted to, any requirementthird party or any Governmental Authority in connection with the regulatory approvals and consents contemplated hereby. In exercising the foregoing rights, condition, limitation, Contract or order each of DUG and Xxxxx-Xxxxxx shall act reasonably and as promptly as practicable. Subject to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose applicable Law and the instructions of any Purchased AssetGovernmental Authority, DUG and Xxxxx-Xxxxxx shall keep each other reasonably apprised of the Business status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Selling Parties and their respective Subsidiaries (including the Retained Companies and the Transferred Companies) or Xxxxx-Xxxxxx and its Subsidiaries, as the case may be, from any portion thereofGovernmental Authority or third party with respect to such transactions, (B) conductand, restrictto the extent practicable under the circumstances, operate, invest or otherwise change shall provide the Purchased Assets, other party and its counsel with the Business or any portion thereof opportunity to participate in any mannermeeting with any Governmental Authority in respect of any filing, investigation or (C) impose any restrictionother inquiry in connection therewith. To the extent applicable, requirement all filing fees under the HSR Act or limitation other Foreign Antitrust Law shall be split equally between DUG, on the operation of one hand, and Xxxxx-Xxxxxx, on the Business or portion of the Businessother hand.

Consents and Filings. (a) The Seller and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders and provide such notices as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreements, including but not limited to the consents and notices set forth on Schedule 5.11, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (c) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the HSR Act or any other applicable Lawconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the State Law Change and the Buyer Cincinnati Voter Approval, for the transfer of any Acquired Asset and shall use their respective commercially complete all required regulatory filings, including making filings with the STB to obtain the STB Order. Subject to Section 5.01 and to the extent permitted by law, Seller shall undertake all reasonable efforts to takeobtain the State Law Change and facilitate the Cincinnati Voter Approval, or cause provided that the Parties acknowledge that the conduct of elections and the content of ballots associated with Cincinnati Voter Approval is solely within the authority of the Hxxxxxxx County Board of Elections. At the expense and upon the written request of Buyer, Seller shall use its reasonable best efforts to be takenassist Buyer to obtain as soon as practicable after execution hereof, and prior to Closing, all appropriate action to dolicenses, or cause to be donepermits, all things necessaryconsents, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consentswaivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as are may be required in order to enable Buyer, CNOTP and Seller to perform their respective obligations under this Agreement, and each of the agreements and instruments called for hereunder, including required or desired approvals, exemptions or actions, if any, by the consummation STB with respect to Seller’s sale and Buyer’s purchase of the Acquired Assets, including (i) assisting Buyer in the preparation and filing of all applications, forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement, (ii) cooperating with Buyer in its efforts to obtain any consent or approval of any third party, including any Governmental Authority, required to be obtained or made by Buyer or Seller in connection with the transactions contemplated by this Agreement and (iii) the Ancillary Agreements execution and (b) promptly delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Except as mutually agreed by the Parties, Buyer shall make all necessary required filings and notices no later than thirty (30) days after the date of the State Law Change. Buyer and Seller shall cooperate and use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the STB or other Governmental Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review and comment upon one another’s proposed filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller all such filings shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein be subject to the contraryapproval of both Parties (such approval not to be unreasonably withheld, the Buyer shall not be required by this Section to take conditioned or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessdelayed).

Consents and Filings. (a) The Seller Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the State Law Change and the Buyer Cincinnati Voter Approval, for the transfer of any Acquired Asset and shall use their respective commercially complete all required regulatory filings, including making filings with the STB to obtain the STB Order. Subject to Section 5.01 and to the extent permitted by law, Seller shall undertake all reasonable efforts to takeobtain the State Law Change and facilitate the Cincinnati Voter Approval, or cause provided that the Parties acknowledge that the conduct of elections and the content of ballots associated with Cincinnati Voter Approval is solely within the authority of the Xxxxxxxx County Board of Elections. At the expense and upon the written request of Buyer, Seller shall use its reasonable best efforts to be takenassist Buyer to obtain as soon as practicable after execution hereof, and prior to Closing, all appropriate action to dolicenses, or cause to be donepermits, all things necessaryconsents, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consentswaivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as are may be required in order to enable Buyer, CNOTP and Seller to perform their respective obligations under this Agreement, and each of the agreements and instruments called for hereunder, including required or desired approvals, exemptions or actions, if any, by the consummation STB with respect to Seller’s sale and Buyer’s purchase of the Acquired Assets, including (i) assisting Buyer in the preparation and filing of all applications, forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement, (ii) cooperating with Buyer in its efforts to obtain any consent or approval of any third party, including any Governmental Authority, required to be obtained or made by Buyer or Seller in connection with the transactions contemplated by this Agreement and (iii) the Ancillary Agreements execution and (b) promptly delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Except as mutually agreed by the Parties, Buyer shall make all necessary required filings and notices no later than thirty (30) days after the date of the State Law Change. Buyer and Seller shall cooperate and use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the STB or other Governmental Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review and comment upon one another’s proposed filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller all such filings shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein be subject to the contraryapproval of both Parties (such approval not to be unreasonably withheld, the Buyer shall not be required by this Section to take conditioned or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessdelayed).

Consents and Filings. (a) The Seller and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, consents, orders and qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and Agreements, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (c) have lifted, overturned, reversed or vacated any decree, injunction, judgement, order, ruling or other action (whether temporary, preliminary or permanent) that is then in effect and that conditions, enjoins, makes illegal, restrains or otherwise prohibits or restricts the HSR Act or any other applicable Lawconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action Action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action Action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller and Each of the Buyer parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) prepare and file all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) use commercially reasonable efforts to obtain the third-party consents, authorizations, ratifications, waivers or other approvals listed on Section 5.8(a) of the Disclosure Schedules (provided that the Seller and its Affiliates shall not be required to pay any consent or other fees in order to obtain any such consents), (iii) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (biv) promptly (and, with respect to the HSR Act, in no event later than 10 Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller Antitrust Laws; provided that no party shall permit the Buyer be required to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, pay (and the Seller Company and any of its Subsidiaries shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take pay or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, pay without the prior written consent of the Buyer, become subject towhich consent shall not be unreasonably withheld, conditioned or delayed) any fee, penalty or other consideration to any third party for any consent toor approval required for the consummation of the transactions contemplated by this Agreement under any Contract. The Buyer shall pay seventy-five percent (75%), or offer or agree toand the Seller shall pay twenty-five percent (25%) of all filing fees and other charges for the filing under any applicable Antitrust Law by the parties hereto. The Buyer, or otherwise the Seller and any of its Subsidiaries shall not take any action with respect toafter the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any requirementpermission, condition, limitation, Contract approval or order consent required to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, be obtained prior to the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the BusinessClosing.

Consents and Filings. (a) The Seller Subject to the terms and the Buyer shall conditions provided in this Section 5.3, each Party will use their respective its commercially reasonable best efforts to take, or cause to be taken, all appropriate action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective as expeditiously as possible the transactions contemplated by this Agreement Contemplated Transactions and to cooperate with each other in connection with the Ancillary Agreements as promptly as practicableforegoing, including to to: (ai) obtain any necessary waivers, consents and approvals from other parties to Material Contracts; (ii) obtain all Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as Authorizations that are required to be obtained under any Law and that are material to the Business or for the consummation Contemplated Transactions; (iii) lift or rescind any injunction, restraining order or other Judgment adversely affecting or delaying the ability of the transactions contemplated Parties to promptly consummate the Contemplated Transactions; (iv) effect any necessary registrations and filings including filings and submissions of information required by this Agreement and any Governmental Authority, including any national or multinational antitrust authorities with mandatory pre-merger filing requirements that are mutually agreed by the Ancillary Agreements Parties to be applicable to the Contemplated Transactions; and (bv) promptly make fulfill all necessary filings, conditions to this Agreement. The Parties further covenant and thereafter make any other required submissionsagree, with respect to this Agreement required under any threatened or pending preliminary or permanent injunction or other Judgment or Law that would adversely affect or delay the HSR Act ability of the Parties to consummate the Contemplated Transactions, to use their respective commercially reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In no event, however, will either Party or any of their respective Affiliates be obligated to pay any money to any Person or to offer or grant other applicable Lawfinancial or other accommodations to any Person in connection with its obligations under this Section 5.3. In furtherance and not in limitation The Parties will keep each other apprised of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement status of any claim, suit or cause of action matters relating to this Agreement or the transactions contemplated herebycompletion of the Contemplated Transactions and work cooperatively in connection with obtaining the requisite Governmental Authorizations, and shall promptly notify the Seller shall not settle other of, and if in writing furnishing the other with copies of, any communications from or compromise with any such claim, suit or cause of action without Governmental Authority with respect to the Buyer’s written consentContemplated Transactions. Notwithstanding anything herein to the contrary, Seller shall also remain solely responsible for satisfying the Buyer conditions in Section 6.1 (other than 6.1(d)) and Purchaser shall not be required by this remain solely responsible for satisfying all conditions in Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or 6.2 (other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessthan 6.2(d)).

Consents and Filings. (a) The Seller and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) obtain from Governmental Authorities Authorities, FHA, Xxxxxx Xxx, Xxxxxxx Mac and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreements, including all third-party consents required under any Seller Contract, (ii) promptly, and (b) promptly in no event more than 20 days following the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance Law and not (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in limitation effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, by this Agreement and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consentAncillary Agreements. Notwithstanding anything herein to the contrary, neither the Buyer Buyer, Parent nor any of their respective Affiliates shall not be required by this Section Agreement (A) to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Parent, the Buyer or any of its their respective Affiliates or any portion of the Business Purchased Assets or the Purchased Assets Included Business or (ii) limit Parent’s or the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Purchased Assets, the Included Business or the Purchased Assets or any of Parent’s, the Buyer’s or its their respective Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent tobusinesses or (B) to take or refrain from taking, or offer to agree to it, its Affiliates or agree tothe Included Business taking or refraining from any action, or otherwise take to suffer to exist any action with respect to, any requirement, condition, limitation, Contract restriction or order requirement that, individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements, constitutes or would reasonably be expected to (A) sellresult in a Burdensome Condition. The Seller and the Buyer each will cooperate with the reasonable request of the other in promptly seeking to obtain all such authorizations, licenseconsents, assign, transfer, divest, hold separate or otherwise dispose orders and approvals. The Seller and the Buyer each agree to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party to this Agreement shall promptly notify the other parties of any Purchased Assetwritten communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed written communication by such party to any Governmental Authority and shall provide each other with copies of all written correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No Party to this Agreement shall participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 5.8, the Business or Parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any portion thereof, (B) conduct, restrict, operate, invest or otherwise change applicable waiting periods under the Purchased AssetsHSR Act. Notwithstanding any other provision of this Agreement, the Business or any portion thereof in any mannerBuyer, or (C) impose any restriction, requirement or limitation on the operation one hand, and the Seller, on the other hand, shall each be solely responsible for one half of the Business or portion of fees in connection with the Businessfilings and submissions required under the HSR Act.

Consents and Filings. (a) The Seller and the Buyer shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.. (b) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Assumed Contract, Permit, Right or other Purchased Asset that by 52

Consents and Filings. (a) The Seller Talisker and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements Transaction Documents as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and Transaction Documents, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable LawLaw and (c) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. In furtherance and not in limitation of the foregoing, the Seller Talisker shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller Talisker shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Business Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Business Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and Agreements, including all third-party consents required under any Material Business Contracts, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under by any applicable Law and (c) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the HSR Act or any other applicable Lawconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (ix) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (iiy) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller Subject to the terms and the Buyer shall conditions provided in this Section 5.3, each Party will use their respective its commercially reasonable best efforts to take, or cause to be taken, all appropriate action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective as expeditiously as possible the transactions contemplated by this Agreement Contemplated Transactions and to cooperate with each other in connection with the Ancillary Agreements as promptly as practicableforegoing, including to to: (ai) obtain any necessary waivers, consents and approvals from other parties to Material Contracts; (ii) obtain all Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as Authorizations that are required to be obtained under any Law and that are material to the Business or for the consummation Contemplated Transactions; (iii) lift or rescind any injunction, restraining order or other Judgment adversely affecting or delaying the ability of the transactions contemplated Parties to promptly consummate the Contemplated Transactions; (iv) effect any necessary registrations and filings including filings and submissions of information required by this Agreement and any Governmental Authority, including any national or multinational antitrust authorities with mandatory pre-merger filing requirements that are mutually agreed by the Ancillary Agreements Parties to be applicable to the Contemplated Transactions; and (bv) promptly make fulfill all necessary filings, conditions to this Agreement. The Parties further covenant and thereafter make any other required submissionsagree, with respect to this Agreement required under any threatened or pending preliminary or permanent injunction or other Judgment or Law that would adversely affect or delay the HSR Act ability of the Parties to consummate the Contemplated Transactions, to use their respective commercially reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In no event, however, will either Party or any of their respective Affiliates be obligated to pay any money to any Person or to offer or grant other applicable Lawfinancial or other accommodations to any Person in connection with its obligations under this Section 5.3. In furtherance and not in limitation The Parties will keep each other apprised of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement status of any claim, suit or cause of action matters relating to this Agreement or the transactions contemplated herebycompletion of the Contemplated Transactions and work cooperatively in connection with obtaining the requisite Governmental Authorizations, and shall promptly notify the Seller shall not settle other of, and if in writing furnishing the other with copies of, any communications from or compromise with any such claim, suit or cause of action without Governmental Authority with respect to the Buyer’s written consentContemplated Transactions. Notwithstanding anything herein to the contrary, Seller shall also remain solely responsible for satisfying the Buyer conditions in Section 6.1 and Section 6.3 (other than 6.1(d) and Section 6.3(d)) and Purchaser shall not be required by this remain solely responsible for satisfying all conditions in Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or 6.2 and Section 6.4 (other arrangement, that would (ithan 6.2(d) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.Section 6.4(d)). 428928/HOUDMS

Consents and Filings. (a) The Seller and the Buyer shall use their respective commercially reasonable efforts to takeNo consents, approval or authorization of, or cause to be takendesignation, all appropriate action to dodeclaration or filing with, any governmental entity or any other person on the part of the Parent, Intermediate Holdings or Reorganized Invacare is required in connection with the execution or delivery by Parent, Intermediate Holdings or Reorganized Invacare of this Agreement, the Exchange Agreement, the Intermediate Holdings Warrants (after the CF Transition Date), the Reorganized Invacare Warrants (after the CF Transition Date), or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required for the consummation of the transactions contemplated by this Agreement hereby or thereby, including the Transactions (which shall only be effective as of the CF Transition Date or Effective Date, as applicable), other than (i) the filing of the documents set forth in Section 1.4(b)(i) through (v) in accordance with applicable law, (ii) those which have previously been obtained and provided to the Ancillary Agreements and Holders, (biii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement the performance by Parent, Intermediate Holdings or Reorganized Invacare as applicable of their respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, any consents required to be obtained under the HSR Act CF Debt Obligations, and (iv) any consent, approval or any other applicable Lawauthorization or filing, the failure to obtain would not have a material adverse effect on Parent and its Subsidiaries taken as a whole or materially and adversely affect the ability of Parent or its Subsidiaries to consummate the transactions contemplated hereby. In furtherance and not in limitation of Notwithstanding the foregoing, the Seller shall permit the Buyer to reasonably participate representations and warranties in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.this

Consents and Filings. (a) The Seller and the Buyer shall use their respective commercially all reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and Agreements; (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Applicable Law; and (c) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, (i) the Buyer and the Seller will submit any filing required under the HSR Act within ten Business Days of the date of this Agreement and any other filings under Regulatory Laws within a reasonable time after the date of this Agreement; and (ii) the Seller shall permit the Buyer reasonably to reasonably participate in direct the defense and settlement of any claim, suit or cause of action Action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action Action without the Buyer’s prior written consent. Notwithstanding anything herein to the contrary, the Buyer shall be entitled to direct any antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the transaction contemplated or regulatory filings under applicable Regulatory Law; provided, however to the extent permitted by Applicable Laws, each of the Seller and the Buyer shall promptly inform the other of any material communication regarding the transactions contemplated hereby (including phone calls, meetings, and any written communications) between the Seller or the Buyer (as applicable) and any Governmental Entity, and to the extent reasonable and practical permit the Seller or the Buyer (as applicable) to participate in such communication. The Seller or the Buyer shall provide final copies of any written materials provided by the Seller or the Buyer to any Government Entity, provided that the Seller or the Buyer may limit disclosure of such materials to the Buyer’s or the Seller’s (as applicable) outside counsel. If the Seller or the Buyer or any affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Seller or the Buyer (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Each of the Seller or the Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the other. Notwithstanding anything herein to the contrary, the Buyer shall have the right in its sole discretion to determine whether or not the parties will litigate with any Governmental Entity to oppose any enforcement action or remove any court or regulatory orders impeding the ability to consummate the transaction. The Seller shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, timing agreement (or agreement with any Governmental Entity that, if entered, would extend any applicable waiting period under the HSR Act or similar law), consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with the Buyer. The Buyer and the Seller shall each use their reasonable best efforts to provide full and effective support of each other in all material respects in all such negotiations and discussions to the extent requested by the other party. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture divestiture, sale or licensing of any significant assets of the Buyer or any of its Affiliates Affiliates, (ii) require the divestiture, sale or licensing of any significant portion of the Business or the Purchased Assets or Assets, (iiiii) significantly limit the Buyer’s freedom of action with respect to, or its ability to consolidate control and controloperate, the Business or the Purchased Assets Assets, or (iv) significantly limit the Buyer’s freedom of action or business practices, or its ability to own or operate any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (aA) The Seller Each of the Company and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including using commercially reasonable efforts to (ai) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and Agreement, (bii) promptly make all necessary filingsfilings (which shall remain the sole responsibility of the Buyer), and thereafter make any other required submissions, with respect to this Agreement required under the HSR German Act, the Spanish Act, the Brazilian Act, the Portuguese Act or and the Ukrainian Act and any other applicable Lawantitrust or competition law of any Governmental Authority and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the Seller Company and the Stockholders shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and none of the Seller Company or the Stockholders shall not settle or compromise any such claim, suit or cause of action without the Buyer’s 's written consent. Notwithstanding anything herein With respect to antitrust clearance, the Buyer shall use commercially reasonable efforts to make, within five Business Days of the date hereof, all necessary filings required under the German Act, the Spanish Act, the Portuguese Act and the Ukrainian Act and any other applicable antitrust or competition law of any Governmental Authority (“Governmental Approvals”). The Company shall promptly furnish to the contraryBuyer all necessary information as the Buyer may reasonably request in connection with the preparation of any filing or submission pursuant to any Governmental Approval and the Buyer shall promptly furnish to the Stockholder Representative copies of all written communications (and memoranda setting forth the substance of any oral communication) in connection with any Governmental Approval in connection with this Agreement. The Buyer will consult with the Stockholder Representative prior to any meetings, by telephone or in person, with the staff of any applicable Governmental Authority. The Buyer shall promptly respond to any request for additional information pursuant to any Governmental Approval. Upon the terms and subject to the provisions hereof, the Buyer and the Company shall each use their reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any antitrust or trade or regulatory laws or regulations of any Governmental Authority and to cause the waiting periods or other requirements under the applicable anti-competition Laws to terminate or expire at the earliest possible date. For purposes hereof, “reasonable best efforts” of the Buyer shall include the Buyer’s agreement to hold separate and divest such businesses, products and assets of the Buyer and its Affiliates as may be necessary to obtain the agreement of any Governmental Authority not to seek an injunction against or otherwise oppose the transactions contemplated hereby, on such terms as may be required by such Governmental Authority. The Buyer shall not (and, after Closing, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require permit the divestiture of any assets of the Buyer or Company and any of its Affiliates Subsidiaries to) consummate another transaction or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action enter into an agreement with respect toto another transaction or take any other action if the intent or reasonably anticipated consequence of such transaction or action is, or its ability would be, to consolidate and control, the Business or the Purchased Assets or cause any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order Governmental Authority not to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose grant approval of any Purchased Asset, the Business required regulatory approval or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessmaterially delay either such approval.

Consents and Filings. (a) The Seller and the Buyer parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities Entities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreement, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including make the necessary filings under the HSR Act or any other applicable Lawwithin 10 Business Days after the date hereof. In furtherance and not in limitation of the foregoing, the Seller parties shall permit (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the Buyer expiration or termination of the waiting period applicable to the Merger under the HSR Act as promptly as reasonably participate practicable and in any event no later than the defense and settlement Outside Date, (ii) promptly notify the other parties of any claim, suit or cause of action relating to communication concerning this Agreement or and any of the transactions contemplated herebyhereby from any Governmental Entity and consider in good faith the views of the other parties and keep the other parties reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other parties with any written notices or other communications received from, or given to, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the Seller shall not settle FTC or compromise any such claimthe DOJ, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein and, to the contraryextent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture timing of any assets waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Buyer or any of its Affiliates or any portion of Merger) with the Business FTC or the Purchased Assets or (ii) limit DOJ unless it consults with the Buyer’s freedom of action with respect to, or its ability other parties and their representatives in advance and invites the other parties’ representatives to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businessesattend such meetings and/or discussions; provided, however, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, nothing in this Agreement shall prevent any party from responding to or offer complying with a subpoena or agree to, other legal process required by law or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order submitting factual information in response to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessa request therefor.

Consents and Filings. (a) The Seller and the Buyer shall use their respective all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreements, and (bii) promptly make all necessary filingshave vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and thereafter make any other required submissionsthat enjoins, with respect to restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement required under and the HSR Act or any other applicable LawAncillary Agreements. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer reasonably to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.13 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (iA) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (iiB) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

Consents and Filings. (a) The Seller execution, delivery and performance by the Buyer shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate Company and make effective the transactions contemplated by Reusables Holdco of this Agreement and the Ancillary Agreements as promptly as practicableconsummation by the Company and Reusables Holdco of the transactions contemplated hereby (including the Share Purchase and Pre-Closing Reorganization) will not, including with or without the giving of notice or the lapse of time, or both, (i) violate any provision of the organizational documents of Seller or any of its Subsidiaries (other than the Company), (ii) assuming compliance with and the making of any required filings under the HSR Act, violate any provision of Law to which the Company or any of its Subsidiaries or Reusables Holdco are subject or require any authorization, consent or approval, or filing with any Governmental Authority under applicable Law, (aiii) obtain from Governmental Authorities and violate any applicable order, judgment or decree or (iv) violate, result in a breach of or constitute a default under (or an event which would, with the passage of time or the giving of notice, or both, constitute a default), or require the consent of any third party that has not been obtained under any indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease or other Persons all consentsagreement, approvalsinstrument or commitment to which the Company or any Subsidiary thereof or Reusables Holdco is a party or by which any of them may be bound, authorizationsor result in the creation or imposition of any Lien (other than Permitted Liens) upon any assets or property of the Company or any Subsidiary thereof; except, qualifications and orders as are in the case of any of clauses (ii) through (iv) above, for violations, breaches, defaults, required for consents or liens (x) set forth on Schedule 3.4 or (y) that would not, individually or in the aggregate, have a Material Adverse Effect, or prevent, prohibit or otherwise delay the consummation of the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation consummation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated herebyhereby (including the Share Purchase and Pre-Closing Reorganization) will not, and the Seller shall not settle with or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to giving of notice or the contrarylapse of time, the Buyer shall not be required by this Section to take or agree to undertake both, violate any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any provision of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Businessorganizational documents.