Common use of Efforts Clause in Contracts

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice to Upon the terms and subject to the conditions hereof (including set forth in this Agreement and subject to and in accordance with applicable Law, the remainder of this Section 3.1) Company and the other Transaction Documents, Parent shall each party shall use its commercially their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper, proper or desirable advisable under Applicable applicable Law or otherwise to carry out the provisions hereof consummate and thereof and give effect to make effective the transactions contemplated hereby by this Agreement, including (subject to, and thereby. In furtherance without intending to limit, Section 2.1(c)) by causing the Closing to occur on or before August 31, 2011, (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and not in limitation performance of this Agreement and the consummation of the foregoingtransactions contemplated hereby, (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any Competition Laws of jurisdictions other than the United States and (C) any other applicable Law; provided, however, that the Company and Parent shall cooperate with each other in connection with the making of the parties shall (i) subject to the provisions of this Section 3.1all such filings, including Section 3.1(d)as set forth below and with respect to providing copies of all such filings and attachments to outside counsel for the non-filing party, use its commercially reasonable efforts (iv) obtain all consents, registrations, approvals, permits and authorizations required, necessary, proper or advisable to obtain be obtained from, or renewed with, any other Person, in each case in order to consummate as promptly as reasonably practicable and advisable the transactions contemplated by this Agreement, (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)v) furnish all exemptions, authorizations, consents, information required for any application or approvals from, and other filing to make all filings with and be made pursuant to give all notices to, all third parties, including any Governmental Entities, required applicable Law in connection with the transactions contemplated by this Agreement and Agreement, (vi) keep the other Transaction Documents (including as may be required upon one or more exercises party informed in all material respects of Warrant Shares, and whether any material communication received by such approvals arise from Antitrust Laws or otherwiseparty from, or one or more sales of Warrant Shares)given by such party to, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request and of any material communication received or given in connection therewithwith any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement, (vii) permit the other parties to review any material communication delivered to, and (ii) cooperate fully consulting with the other party in promptly seeking advance of any meeting or conference with, any Governmental Entity relating to obtain all the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such exemptionsmeetings and conferences (to the extent permitted by such Governmental Entity or private party), authorizations, consents(viii) avoid the entry of, or approvals have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (ix) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limiting this Section 6.7, Parent agrees to take, or to cause to be taken, any and all steps and to make any and all such filings undertakings necessary to avoid or eliminate each and give such notices. every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but and in the case of the HSR Actany event, no later than ten (10) Business Days after such written noticethe Termination Date), including proposing, negotiating, committing to, and for filings other than in effecting, by consent decree, hold separate order, or otherwise, the case sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the HSR Actbusinesses, no later than product lines or assets of Parent (Ior its Subsidiaries) in or the case of filings with an established regulatory time frameCompany, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under in order to avoid the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consentsentry of, or approvalsto effect the dissolution of, the making of all filings and the giving of all noticesany injunction, and the expiration of all waiting periodstemporary restraining order, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint order in any suit or prohibition under any Antitrust Lawproceeding, in each case that has which would otherwise have the effect of preventing or delaying the consummation of any issuances of Warrant SharesClosing.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall hereto will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law applicable law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall hereto will (i) subject to the provisions of this Section 3.1, including Section 3.1(b) and Section 3.1(d), use its commercially their reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company Walgreens in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party parties hereto in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, (1) as promptly as practicable after written notice from Amazon and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in the case of the HSR Act, no later than any event within ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Actdate of this Agreement, no unless a later than (I) in date is mutually agreed between the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableparties), the parties shall (i) will file any the Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii2) as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)), file, make or give, as applicable, all other filings, requests, or requests and/or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares Equity Transactions (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i1) and (ii2), collectively, the “Initial Antitrust Filings”). In addition, if, on or prior to the one-year anniversary of the date on which the Initial Antitrust Clearance was obtained, the IOMS Rights Holder and its Designees (for the avoidance of doubt, expressly including for this purpose any Warrantholder (as defined in Warrant 1) pursuant to the exercise in-part of Warrant 1 pursuant to the terms thereof during the Warrant 1 Special Exercise Period) have not exceeded the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h), as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of such one-year anniversary, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice with respect to the Equity Transactions in order to exceed the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h) (but not, for purposes of such filing, any greater notification threshold) (the “Second HSR Filing”, and the date on which all such Notification and Report Forms comprising the Second HSR Filing shall have been initially filed, the “Second HSR Filing Date”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law applicable law (including, for the avoidance of doubt, doubt any Antitrust Law) in connection with any further issuance acquisition of Warrant Shares shares of Common Stock comprising all or any portion of the Equity Transactions (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company Walgreens in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, or requests and/or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings” and any such acquisitions, “Other Equity Transactions”, provided that “Other Antitrust Filings” shall not include the Second HSR Filing). Without limiting the generality of the foregoing, each party shall agrees to supply as promptly as reasonably practicable and advisable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under requested pursuant to the HSR Act or any other Antitrust Laws. For purposes . (c) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination each of the waiting period parties hereto agrees to use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity, so as to enable the HSR Act parties hereto to give effect to the transactions contemplated hereby and by the receipt other Transaction Documents in accordance with the terms hereof and thereof; provided, that notwithstanding anything to the contrary contained herein or in any of all exemptionsthe other Transaction Documents, authorizations, consentsnothing in this Section 3.1 shall require, or approvalsbe construed to require, the making any party hereto or any of all filings its Affiliates to agree to (and the giving of all noticesno party hereto (other than Walgreens with respect to its and/or its Affiliates own assets, and the expiration of all waiting periods, subject to any other Antitrust Lawsbusinesses or interests, in each case other than WBAD or any of its subsidiaries) or any of its Affiliates will agree to, without the prior written consent of the other parties): (i) sell, hold separate, divest, discontinue or limit (or any conditions relating to, or changes or restrictions in, the operation of) any assets, businesses or interests of it or its Affiliates (irrespective of whether or not such assets, businesses or interests are related to, are the subject matter of or could be affected by the transactions contemplated by the Transaction Documents); (ii) without limiting clause (i) in any respect, any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests that would reasonably be expected to adversely impact (x) the extent required with respect business of, or the financial, business or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to the Initial Filing Transactionit or its Affiliates, and or (y) any other assets, businesses or interests of it or its Affiliates; or (iii) without limiting clause (i) in any respect, any modification or waiver of the absence at such time terms and conditions of this Agreement or any Applicable Law of the other Transaction Documents that would reasonably be expected to adversely impact (x) the business of, or Order issued financial, business or strategic benefits of the transactions contemplated hereby or by any court of competent jurisdiction the other Transaction Documents to it or other legal restraint its Affiliates, or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.(y)

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicabletimeframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests date on which all such Notification and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be Report Forms required under the HSR Act or any other Antitrust Laws. For purposes of this Agreementhave been initially filed, the term “Initial Antitrust Clearance” as of any time means (xHSR Filing Date”) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (yii) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.as

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of set forth in this Section 3.1) and the other Transaction DocumentsAgreement, each party Party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to consummate the transactions contemplated hereby and thereby. In furtherance by the Related Agreements as promptly as practicable, and not in limitation of any case prior to the foregoingTermination Date, each of including using reasonable best efforts to satisfy the parties shall conditions to the Closing set forth in Article 8; provided, however, that (i) subject in the case of obtaining consents in respect of any Material Contracts, the Parties’ obligations to take action shall be exclusively governed by Section 6.4(b), Section 6.10 and Section 6.14 and (ii) in the case of obtaining the Required Regulatory Approvals and any other consent, approval, authorization, clearance from, or filing, notification or registration with, any Governmental Authority (including with respect to the provisions of Other Approvals and/or any Government Contract), the Parties’ obligations to take actions shall be exclusively governed by Section 6.5; provided, further that nothing in this Section 3.16.4(a) shall require any Party to waive any of its conditions to the Closing. The “reasonable best efforts” of Seller shall not require Seller or its Affiliates, including the Company or any Transferred Subsidiary, or their respective Representatives to expend any amount of money or provide any other consideration to (x) remedy any breach of any representation or warranty hereunder; (y) obtain any consent required for consummation of the transactions contemplated hereby or (z) provide, assist or facilitate any financing arrangement, other than pursuant to Section 3.1(d)6.6, which covenants shall be the sole and exclusive covenants of Seller and the Company and their respective Associated Persons with respect to any financing in respect of the transactions contemplated hereby; provided, however, that if Seller or the Company, or their respective Representatives, elect to remedy any such breach, Seller and the Company shall, to the extent such breach is actually remedied, not be deemed to be in breach of such representation or warranty, or in violation of any covenant, for purposes of determining Buyer’s obligations to consummate the transactions contemplated hereby. (b) Prior to the Closing, the Parties shall use its commercially their respective reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined any consents of Third Parties in good faith by Amazon after consultation with the Company in accordance with the first sentence respect of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, Material Contracts required in connection with the transactions contemplated hereby and by this Agreement and the Related Agreements; provided, however, that such “reasonable best efforts” shall not require Seller or the Company, on its own behalf or on behalf of any other Transaction Documents Person, to expend any money (including as may be required upon one other than de minimis amounts), incur any Liability or more exercises of Warrant Sharesprovide any other consideration or commence, and whether such approvals arise from Antitrust Laws defend or participate in any Action or offer or grant any accommodation (financial or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information ) to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such noticesPerson. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. Upon the terms and subject to the conditions in this Agreement, each Party will use reasonable best efforts to take all action and to do all things necessary or advisable to consummate and make effective the Transaction as promptly as reasonably practicable following December 31, 2023, including (a) Without prejudice satisfaction, unless waived by the Party to whose benefit they would otherwise accrue, of the terms closing conditions in Article 6, (b) defending any Proceedings challenging the Transaction or the performance of the obligations of any Party in connection with the Transaction, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and conditions hereof filings that are required in connection with the consummation of the Transaction and (d) executing and delivering any instruments and taking any other actions, including the remainder of this Section 3.1) and furnishing to each other Party any assistance, books, records or other information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, each party including the timely execution and delivery of all closing deliverables and the delivery to Buyer or one or more of its designees such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as shall use its commercially reasonable efforts be reasonably necessary to takevest at Closing in Buyer or one or more of their designees all right, or cause title and interest in, to be takenand under the Membership Interests in the manner described herein, free and clear of all actions Liens (other than Permitted Liens), and in form and substance reasonably satisfactory to Buyer. From and after the Closing, Sellers and Buyer agree to, from time to time, execute and deliver such other documents, certificates, agreements, and other writings as any other Party reasonably requests, and to dotake such other actions, or cause to as may be done, all things reasonably necessary, proper, or desirable under Applicable Law advisable in order to carry out (x) consummate or implement expeditiously the provisions hereof and thereof and give effect to Transaction, (y) facilitate the transactions contemplated hereby and thereby. In furtherance and not in limitation transition of the foregoing, each Company and the Business and (z) allow for the continued operation of the parties shall (i) Company in the Ordinary Course. Notwithstanding the foregoing in this Section 5.1, but subject to the provisions of this Section 3.15.10 hereof, including Section 3.1(d)none of Buyer or any of its Affiliates will be obligated to make any payments, use its commercially reasonable efforts or otherwise pay any consideration, to any third party to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptionsany applicable consent, authorizations, consents, waiver or approvals from, and approval related to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices; provided, that nothing in this Section 3.1(a) shall require either party to expend any money, bring any claim, action or proceeding or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such exemptions, authorizations, consents or approvals or to make any such filings or notices (other than the payment of customary fees and expenses). (b) Without limiting the generality of the foregoing, (i) as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableAmazon, the parties shall (i) file any the Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as practicable after written notice from Amazon, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under requested pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order temporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) 10 Business Days after such written notice), and for filings other than in the case of the HSR Act, any event no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. 11- (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.14.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.14.1, including Section 3.1(d4.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Warrantholder after consultation with the Company in accordance with the first sentence of Section 3.1(d4.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but Warrantholder, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Warrantholder after consultation with the Company in accordance with the first sentence of Section 3.1(d4.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. Subject to Section 6.1(c), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions on a timely basis. Without limiting the generality of the foregoing, but subject to Section 6.1(c), each party to this Agreement (ai) Without prejudice shall make all filings (under the HSR Act) as promptly as reasonably practical and advisable, and with respect to filings under the terms and conditions hereof HSR Act (including which filings shall specifically request early termination) as soon as reasonably practicable, but in any event no later than 10 Business Days following the remainder date of this Section 3.1Agreement, and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Transaction DocumentsContemplated Transactions, each party and (ii) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts advisable to obtain as promptly as reasonably practicable and advisable each Consent required to be obtained (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, pursuant to any applicable Legal Requirement or approvals fromContract, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt expiration or termination of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all any applicable waiting periods, subject or obtaining of Consents or otherwise) as promptly as practicable, by such party in connection with the Merger or any of the other Contemplated Transactions; provided, however, that, under no circumstances may any Acquired Company pay a fee to any other Antitrust Laws, third party in each case order to the extent required with respect obtain any Consent pursuant to the Initial Filing Transaction, and (ythis Section 6.1(b) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shareswithout Parent’s prior written consent.

Efforts. (a) Without prejudice The Company shall use reasonable best efforts to cause the terms conditions set forth in Section 8.01 and Section 8.02 to be satisfied on a timely basis, and Parent and Merger Sub shall use their respective reasonable best efforts to cause the conditions hereof set forth in Section 8.01 and Section 8.03 to be satisfied on a timely basis. (including b) In furtherance of, and not in limitation of Section 6.01(a), as promptly as practicable after the remainder of Merger Agreement Effective Date, each party to this Section 3.1Agreement (i) shall make all filings and give all notices that are or may be required to be made and given by such party in connection with the Merger and the other Transaction Documentstransactions contemplated by this Agreement and (ii) shall use reasonable best efforts to obtain all Consents which are or may be required to be obtained (pursuant to any Applicable Law, Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall, upon request of another party and to the extent permitted by Applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing made, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions such notice given and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. each such Consent obtained by it. (c) In furtherance and not in limitation of the foregoingterms of Section 6.01(a) and Section 6.01(b), (i) to the extent required by Applicable Law, each of Parent and the parties Company shall (i) subject file, or cause to be filed, a Notification and Report Form pursuant to the provisions HSR Act, with respect to the transactions contemplated by this Agreement within three (3) Business Days after the Merger Agreement Effective Date (which shall include in the case of this Section 3.1, including Section 3.1(dParent a request for early termination of the applicable waiting period under the HSR Act) and (ii) each of Parent and the Company will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will provide any supplemental information requested by the United States Federal Trade Commission (“FTC”), use its commercially reasonable efforts to obtain the United States Department of Justice (“DOJ”) and any other applicable Governmental Authority as promptly as reasonably practicable. (d) Parent and the Company will use their respective reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable and advisable to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking to (as determined i) permit the other to review, and consider in good faith by Amazon after consultation the other’s comments on, any material communication or submission to be given to any Governmental Authority with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consentsrespect to any filings or required to be made with, or approvals action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, and to make all filings with and to give all notices to, all third parties, including any such Governmental Entities, required Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, (ii) promptly notify each other of any material communications with any Governmental Authority with respect to the transactions contemplated by this Agreement and (iii) ensure, to the other Transaction Documents (including as may be required upon one extent permitted by Applicable Law or more exercises Governmental Authority, that each of Warrant Shares, the Parties is given the opportunity to attend and whether such approvals arise from Antitrust Laws participate in any meetings or otherwise, substantive discussions with or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to appearances before any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case Authority with respect to the issuance transactions contemplated by this Agreement. In furtherance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests foregoing and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, subject to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable terms and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes conditions of this Agreement, the term “Initial Antitrust Clearance” as Parties shall not take any action that is reasonably likely to have the effect of any time means (x) prior to such timeunreasonably delaying, the expiration impairing or termination of the waiting period under the HSR Act and impeding the receipt of all exemptions, any required authorizations, consents, orders or approvals, . (e) Notwithstanding anything to the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Lawscontrary contained in this Agreement, in each case to no event shall Parent (or any of its Affiliates) have any obligation to, for the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time purpose of obtaining any Applicable Law consent or Order issued by any court of competent jurisdiction or other legal restraint or prohibition approval under any Antitrust Law: (i) propose, in each case negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or other disposition of, or restriction on, any assets, businesses, services or products of Parent (or any of its Affiliates) or the Company or any aspect of its business; (ii) terminate any existing relationships or contractual rights of Parent or any of its Affiliates or of the Company or amend or terminate any licenses or other intellectual property agreements of Parent or any of its Affiliates or of the Company or any aspect of its business; (iii) accept any operational restrictions or limitations on the business of Parent or any of its Affiliates or on the Company or any of its assets or any aspect of its business or undertake any other form of behavioral remedy; or (iv) contest and resist any action relating to any Antitrust Law, including any legislative, administrative or judicial action, or to have vacated, lifted, reversed or overturned any Governmental Order that has the effect of preventing restricts, prevents or prohibits (or seeks to restrict, prevent or prohibit) the consummation of the transactions contemplated by this Agreement under any issuances of Warrant SharesAntitrust Law.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and Agreement, each of the parties hereto shall cooperate with the other Transaction Documentsparties and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts (unless, each party shall use its commercially reasonable efforts with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, properproper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, 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, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are exclusively dealt with in Sections 5.03(c) and (d) below. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all actions necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all actions necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees: (1) to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and in any event within ten calendar days following the date of this Agreement and (B) the appropriate filings under the Other Required Antitrust Laws as promptly as reasonably practicable following the date of this Agreement, (2) to make an appropriate response as promptly as reasonably practicable to any request for additional information and documentary material under the HSR Act and any other applicable Antitrust Laws and (3) to use reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as promptly as practicable. Without limiting the foregoing, the Company and Parent shall, and shall cause each of their respective Subsidiaries and, in the case of Parent, any Equity Investor Affiliate to, use their reasonable best efforts to secure the expiration or termination of any applicable waiting period under the HSR Act and to secure the expiration or termination of any applicable waiting period and obtain any consent, clearance or approval required under any other applicable Antitrust Laws and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Antitrust Law raised by any Governmental Authority, in order to prevent the entry of, or desirable to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit, restrict or delay the consummation of the Transactions. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned on the Closing. Neither Parent nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under Applicable Law to carry out the provisions hereof and thereof and give effect HSR Act or any other Antitrust Laws or enter into a timing agreement with any Governmental Authority, or withdraw its initial filing pursuant to the transactions contemplated hereby HSR Act or any other Antitrust Law, as the case may be, and therebyrefile any of them, without the prior written consent of the other party, such consent not to be unreasonably refused, conditioned or delayed. In furtherance and not in limitation of this Section 5.03(c) and Section 5.03(d), the parties hereto shall defend through litigation any claim asserted in court by any Person, including any Governmental Authority, under any Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any Judgment (whether temporary, preliminary or permanent) that could restrain, delay or prevent the Closing. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other parties hereto informed in all substantive 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 “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any substantive communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in such meetings and conferences. Parent and the Company shall have the right to review in advance all written materials submitted to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that any such materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or the assessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable privilege or confidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”, in which case such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. (e) Notwithstanding anything in this Agreement to the contrary, the foregoing Section 5.03(c) and (d), and not any other provisions, will solely govern the parties’ required efforts in order to make any required notices or filings, and obtain any consents or approvals, under any Antitrust Laws. (f) Parent shall take (and shall cause its Equity Investor Affiliates (the “Interested Parties”) to take) any and all actions, and do, or cause to be done, any and/or all things necessary, proper or advisable to ensure that any review of the Merger by CFIUS or DCSA and any CFIUS Approval and/or DCSA Arrangements will not impede, prevent or delay the Closing and in connection therewith avoid any restraint pursuant to Section 6.01(a). In furtherance and not in limitation of the foregoing, each of Parent shall take (and shall cause Interested Parties to take) the parties shall following actions (i) and the Company shall, solely to the extent provided below and subject to the provisions of this Section 3.1, including Section 3.1(d)5.03(i) below, use its commercially reasonable efforts to cooperate with Parent in connection with the following actions) as necessary, proper or advisable to obtain the CFIUS Approval and the DCSA Arrangements: (i) with respect to the DCSA Arrangements, (A) as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with practical, the Company in accordance with shall provide an initial notification to DCSA of the first sentence Transactions pursuant to the NISPOM and any other applicable U.S. national industrial security regulations; (B) as promptly as practicable following the submission of Section 3.1(dthe initial notification required by clause (A)) all exemptions, authorizations, consentsParent and the Company shall provide, or approvals fromcause to be provided, the information necessary for DCSA to conduct a review of foreign ownership, control or influence pursuant to the NISPOM and to make all filings with any other applicable U.S. national industrial security regulations; and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, C) as promptly as reasonably practicable practical, Parent shall submit to DCSA, and advisablethe Company shall cooperate in the submission of, such information a FOCI Mitigation Plan; (ii) with respect to any Governmental Entity the CFIUS Approval, (A) as such Governmental Entity may request in connection therewithpromptly as reasonably practical, the Parent and Company shall file, or cause to be filed, with CFIUS a draft of the CFIUS Notice (the “Draft Notice”) as contemplated under 31 C.F.R. 800.401(f), and (iiB) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice receiving and incorporating any feedback from Amazon (but in CFIUS regarding the case of Draft Notice, the HSR Act, no later than ten (10) Business Days after such written notice), Parent and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frameCompany shall file, or cause to be filed, the CFIUS Notice in accordance with the DPA; (IIiii) for filings with no established regulatory time framesupplying, as promptly as reasonably practicable, any certification, additional information, documents or other materials in respect of such notice or the parties shall (i) file any Notification and Report Forms required transactions contemplated by this Agreement that may be requested by CFIUS or advisable under DCSA, respectively, in connection with its review process related to the HSR Act with the Federal Trade Commission CFIUS Approval and the United States Department of Justice and DCSA Arrangements; and (iiiv) file, make or give, as applicable, all cooperating with each other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance such filing and in connection with resolving any investigation or other inquiry of Warrant Shares CFIUS, DCSA or any other Governmental Authority related to the review processes for the CFIUS Approval and the DCSA Arrangements, including by (A) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS or DCSA, (B) promptly informing each caseother of any communication received by Parent or the Company, whether in full or in partgiven by Parent or the Company to, CFIUS or DCSA by promptly providing copies to the other party of any such written communication, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi), information otherwise requested by CFIUS or DCSA to remain confidential or information reasonably determined by Parent or the parties shall fileCompany to be business confidential information and (C) permitting each other to review in advance any written or oral communication that Parent or the Company gives to CFIUS or DCSA, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation consult with the Company in accordance advance of any meeting, telephone call or conference with CFIUS or DCSA, and to the first sentence of Section 3.1(d))extent not prohibited by CFIUS or DCSA, give each other the opportunity to attend and participate in any further filings, requeststelephonic conferences or in-person meetings with CFIUS or DCSA. (g) Parent shall not commit to, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance agree with established regulatory time frames, any information and documentary material that may be required under the HSR Act CFIUS or DCSA or any other Antitrust Laws. For purposes Governmental Authority in connection with the CFIUS Approval or any DCSA Arrangements to, delay or impede the Transactions without the prior written consent of the Company. (h) Notwithstanding anything herein to the contrary, Parent shall bear the cost of any filing fee payable to a Governmental Authority in connection with any filings made in relation to CFIUS or DCSA. (i) Notwithstanding anything to the contrary in this Agreement, the term “Initial Antitrust Clearance” as failure of the Company to comply with Section 5.03(f) shall not give rise to the failure of a condition precedent set forth in Section 6.02(b) or a right to terminate this Agreement pursuant to Section 7.01(c)(i) unless such failure is the result of a knowing and intentional breach by the Company of any time means provision of Section 5.03(f). (xj) prior Notwithstanding anything in this Agreement to such timethe contrary, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all noticesforegoing Section 5.03(f) through (i), and the expiration of all waiting periods, subject to not any other Antitrust Lawsprovisions, will solely govern the parties’ required efforts in each case to connection with the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of CFIUS Approval or any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant SharesDCSA Arrangements.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) Agreement, the Purchaser and the other Transaction DocumentsSeller Parties shall, and each party shall cause their respective controlled Affiliates to, use its their respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper, proper or desirable under Applicable Law advisable to carry out cause the provisions hereof and thereof and give effect conditions to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject Closing to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, be satisfied and to consummate and make all filings with and to give all notices toeffective the Transactions, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the each case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall including (i) file preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining all Consents from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including, without limitation, all Conforming Estoppels, SNDAs, and Transferred Real Property Lease Consents, provided, in connection with any third party Consent and except as expressly set forth in this Agreement, that no member of the Seller Group shall be required to (1) pay any consideration to or out of pocket costs of or to the third party therefor, (2) commence, defend or participate in any Action in connection therewith or (3) offer or grant any accommodation (financial or otherwise) to any third party in connection therewith, (iii) executing and delivering any additional instruments necessary to consummate the Transactions and (iv) defending or contesting in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other Consents relating to (A) Antitrust Laws, which are dealt with in Section 7.01(b) and (B) Purchased Assets, Manufacturer Consents or Transferred Interests, which are dealt with in Section 2.04. (b) Each of the parties hereto agrees to (i) make an appropriate filing of a Notification and Report Forms required or advisable under Form pursuant to the HSR Act with respect to the Federal Trade Commission Transactions within ten (10) business days following the date hereof (unless the parties otherwise agree) and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices any required or advisable notification under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, Laws as promptly as reasonably practicable following the date of this Agreement, and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall ii) supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any additional information and documentary material that may be required under requested pursuant to the HSR Act or any and such other Antitrust LawsLaws and to use their respective commercially reasonable efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the parties hereto to consummate the Transactions as promptly as reasonably practicable. For purposes of Notwithstanding anything to the contrary in this AgreementSection 7.01, the term “Initial Antitrust Clearance” as of Purchaser shall promptly take, or cause to be taken, any time means (x) prior and all actions necessary to such time, secure the expiration or termination of the any applicable waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, (“HSR Approval”) or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Law or any other Consent under Antitrust Laws, in each case to the extent required and resolve any objections asserted with respect to the Initial Filing TransactionTransactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit or restrict the consummation of the Transactions or delay the consummation of the Transactions beyond the Termination Date, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), (D) terminating existing relationships, contractual rights or obligations of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities), (E) terminating any joint venture or other arrangement, (F) creating any relationship, contractual right or obligation of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) or (G) effectuating any other change or restructuring of the Purchaser or any of its Affiliates (including, after the Closing Date, the Transferred Entities) (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions by or with respect to the Seller Parties, by consenting to such action by the Seller Parties (including any Consents required under this Agreement or the other Transaction Documents with respect to such action); provided that any such action may be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated or terminated, any Restraint that would or would reasonably be expected to prevent the Closing from occurring prior to the Termination Date. No actions taken pursuant to this Section 7.01 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing, submission or written communication with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, and allow the other parties to review in advance and consider in good faith the views of the other parties with respect to such filing, submission, or written communication, (ii) keep the other parties hereto 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 FTC, the DOJ or any other Governmental Authority in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (yiv) to the absence at extent permitted by the FTC, the DOJ or such time of any Applicable Law or Order issued by any court of competent jurisdiction other applicable Governmental Authority or other legal restraint Person, give the other parties hereto prompt notice of, and the reasonable opportunity to attend and participate in, such meetings and conferences. (d) Notwithstanding anything to the contrary in this Agreement, the Seller Parties and their respective Affiliates shall have no obligation to pay money or prohibition offer or make any concession or grant any accommodation (financial or otherwise) to any Governmental Authority or other third party in connection with the performance of their respective obligations under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthis Section 7.01.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1) and ), the other Transaction Documents, and that certain Warrant to Purchase Shares with issue date October 14, 2022, as amended by the Amendment No. 1 to Warrant Agreement, dated September 1, 2023 (the “Existing Warrant”), each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and Agreement, the other Transaction Documents Documents, and the Existing Warrant (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice to On the terms and subject to the conditions hereof (including the remainder of this Section 3.1) and the other Transaction DocumentsAgreement, each party Party shall use its commercially reasonable efforts to takecause the Closing to occur on or prior to the Termination Date, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Each Party shall not and shall not permit any of its respective Affiliates to, take any actions that would, or cause to that could reasonably be takenexpected to, all actions and to do, result in any of the conditions set forth in Article II not being satisfied. Without limiting the foregoing or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not set forth in limitation of the foregoingSection 5.02, each of the parties Party shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to cause the Closing to occur on or prior to the Termination Date. (b) Prior to the Closing, each Party shall, and shall cause its Affiliates to, use their commercially reasonable efforts to obtain, and to cooperate in obtaining, all Consents from third parties necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement; provided, however, that neither Buyer, the Companies, Seller nor any other Subsidiary of Seller shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). The Parties acknowledge that Seller will seek, as part of any Consent, the release of Seller from any and all guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations related in any way to Contracts subject to such Consents. Nothing in this Section 5.04(b) shall require Buyer or Seller to post any security or collateral or make any payment in order to obtain any Consent. For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, Seller shall be solely responsible for obtaining the Consents set forth on Section 3.03 of the Disclosure Schedules and for obtaining the release of Seller from any and all guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations related in any way to such Consents, except as promptly as set forth in Sections 5.07(d) and 5.07(e). The Parties acknowledge that certain Consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts and Company Leases listed in the Disclosure Schedules and that such Consents and waivers may not be obtained prior to Closing. If a Consent is not obtained, or if an attempted assignment of a Property or Contract would be ineffective or would adversely affect the rights of Seller, any Company, or any other Subsidiary of Seller such that the Companies or Buyer would not in fact receive all such rights of the Property or Contract, the Parties will cooperate in a mutually agreeable arrangement, to the extent reasonably practicable practicable, under which the Buyer would obtain the benefits and advisable (as determined in good faith by Amazon after consultation with assume the Company obligations thereunder in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third partiesthis Agreement, including independent sub-contracting, sub-licensing or sub-leasing to such Buyer which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s (or Seller’s Affiliates’) obligations, against a third party thereto. Other than as expressly set forth in this Section 5.04(b) and Section 7.03, Seller shall not have any Governmental Entities, Liability whatsoever to Buyer arising out of or relating to the failure to obtain any Consents or waivers that may be required in connection with the transactions contemplated by this Agreement and or because of the other Transaction Documents (including termination of any Contract as may a result thereof. Buyer acknowledges that no representation, warranty or covenant of Seller contained herein shall be required upon one breached or more exercises deemed to be inaccurate or breached as a result of Warrant Shares, and whether the failure to obtain any such approvals arise from Antitrust Laws Consent or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisablewaiver. This Section 5.04(b) does not relate to Coal Sales Agreements, such information items being the subject of Section 5.04(c). (c) Prior to any Governmental Entity as such Governmental Entity may request Closing, Seller shall (i) use commercially reasonable efforts to obtain all Consents required from third parties under the Coal Sales Agreements set forth in connection therewithSection 5.04(c) to the Disclosure Schedules that are necessary to consummate the transactions contemplated by this Agreement, and (ii) cooperate fully with subject to the other party in promptly seeking to obtain all such exemptionsfollowing sentence, authorizations, consentsassign or otherwise transfer, or approvals cause to be assigned or otherwise transferred, to one or more of the Companies, all of Seller’s or its Affiliate’s right, title, and interest in and to make all such filings and give Coal Sales Agreements; provided, however, that neither Buyer nor Seller shall be required to amend any Coal Sales Agreement or to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such notices. (b) Without limiting the generality Consent may be required. The Parties acknowledge that as a result of the foregoing, as promptly as practicable after written notice from Amazon (but in the case impending sale of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect Companies to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, Buyer pursuant to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, Seller shall not transfer any Coal Sales Agreement from an Affiliate of Seller to a Company without first obtaining the term “Initial Antitrust Clearance” as written consent of the counterparty thereto. Nothing in this Section 5.04(c) shall require Buyer to post any security or collateral or make any payment in order to obtain an assignment of any time means (x) prior to such timeCoal Sales Agreements. [REDACTED] Buyer acknowledges that no representation, the expiration warranty or termination covenant of Seller contained herein shall be breached or deemed inaccurate or breached as a result of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, failure to obtain any such Consent or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject waiver to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesa Coal Sales Agreement.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices; provided, that nothing in this Section 3.1(a), shall require Amazon to expend any money, bring any claim, action or proceeding or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such exemptions, authorizations, consents or approvals or to make any such filings or notices. (b) Without limiting the generality of the foregoing, (i) as promptly as reasonably practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableAmazon, the parties shall (i) file any the Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests date on which all such Notification and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.Report Forms

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and Agreement, each of the parties hereto shall cooperate with the other Transaction Documentsparties hereto and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective reasonable best efforts (unless, each party shall use its commercially reasonable efforts with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, properproper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, 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, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (i) through (iii), with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or desirable provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent of any Person (other than any Governmental Authority) under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. any Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each of the parties shall (i) subject take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the provisions Transactions and refrain from taking any actions that would cause the applicability of this Section 3.1such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, including Section 3.1(d), use its commercially reasonable efforts take all action reasonably necessary to obtain ensure that the Transactions may be consummated as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with on the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions terms contemplated by this Agreement and otherwise lawfully minimize the other Transaction Documents (including as may be required upon one or more exercises effect of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for Takeover Law on the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such noticesTransactions. (bc) Without limiting the generality Each of the foregoingparties hereto agrees to use its reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, as promptly soon as practicable and advisable after written notice from Amazon (the date of this Agreement, but in the case of the HSR Act, no event later than ten (10) Business Days after such written notice)the date hereof, and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, utilize reasonable best efforts to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any additional information and documentary material that may be required requested pursuant to the HSR Act. Parent shall pay all filing fees applicable for filings made pursuant to this Section. Further, each party hereto shall use its reasonable best efforts to eliminate each and every impediment and obtain all consents under the HSR Act or any other such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. Without limiting the foregoing, Parent’s and Merger Sub’s reasonable best efforts shall include (i) committing to or effecting, by consent decree, hold separate order, trust, or otherwise, the divestiture, sale, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries, and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of the Company or its Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to any of the Company or its businesses or assets, by consenting to such action by the Company) (each a “Divestiture Action”); provided, that Parent and Merger Sub shall not be required to take a Divestiture Action or any other action pursuant to this Section 5.03(c) (x) if such Divestiture Action or other action would reasonably be expected to have, individually or in the aggregate, a material adverse impact on, or as measured in comparison to, the expected benefits of the Transactions to Parent and Merger Sub and (y) unless such Divestiture Action or other action is necessary to consummate the Transactions prior to the Outside Date. In no event shall Parent, the Company or their respective Affiliates be required to proffer, consent to or agree to or effect any undertaking or other action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws unless such action is conditioned upon the consummation of the Merger. Neither the Company nor its Subsidiaries shall, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations, but, if requested by Parent in writing, the Company shall, and shall cause its Subsidiaries to, subject to this Section 5.03(c), take any such actions to obtain any of the governmental approvals contemplated in this Section 5.03(c). (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, and (ii) subject to applicable Laws relating to the exchange of information, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act. To the extent reasonably practicable, all telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any communications with a Governmental Authority relating to any Antitrust Laws. For purposes of Except as otherwise restricted by this AgreementSection 5.03(d), Parent and the term “Initial Company or their outside counsel shall have the right to review in advance all written materials submitted or communications made to any Governmental Authority in connection with the Transactions, in each case, to the extent such materials or communications are related to any Antitrust Clearance” as of any time means Laws; provided that materials required to be provided pursuant to this Section 5.03(d) may be redacted (xA) prior to such time, remove references concerning the expiration or termination valuation of the waiting period Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided further, that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”. Notwithstanding the foregoing, Parent shall, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, direct and control all aspects of each party hereto’s efforts to gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws. (e) Neither Parent nor Merger Sub shall, nor shall they permit their Subsidiaries or controlled Affiliates to, acquire or agree to acquire any rights, interests, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to materially increase the risk of not obtaining any applicable clearance, consent, approval or waiver under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required Laws with respect to the Initial Filing Transaction, and (y) Offer or the absence at such time Merger or the other Transactions or otherwise not complying with the requirements of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthis Section.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1‎3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1‎3.1, including Section 3.1(d‎3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d‎3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises issuances of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) 10 Business Days after such written notice), and for filings other than in the case of the HSR Act, any event no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d‎3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction DocumentsAgreement, each party of the Company and Parent shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable advisable under Applicable applicable Law to carry out consummate and make effective the provisions hereof Merger and thereof and give effect the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and, in any event, prior to the End Date, including using reasonable best efforts to (i) prepare and file, in consultation with the other Parties, as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and thereby. other confirmations are conditions to the consummation of the Merger pursuant to Article VIII). (b) In furtherance and not in limitation of the foregoing, each of Parent and the parties Company shall make as promptly as practicable after the date of this Agreement (i) the HSR Filing, (ii) the Ex-U.S. Filings, (iii) the FERC Application, (iv) the NJDEP Application, (v) the FCC Filing and (vi) the draft CFIUS Notice; provided that each of Parent and the Company shall make (x) the HSR Filing within ten (10) Business Days after the date of this Agreement, (y) the FERC Application and the NJDEP Application within twenty (20) Business Days after the date of this Agreement or, in each case, if agreed by the Parties, otherwise as soon as possible, and (z) the draft CFIUS Notice within thirty (30) days after the date of this Agreement and the final CFIUS Notice promptly after receipt of confirmation that CFIUS has no further comment to the draft CFIUS Notice. Each of the Company and Parent shall use reasonable best efforts to (A) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Authority in connection with the foregoing, including any information, documentation or other material that may be requested by a Governmental Authority with respect to any controlling person of Parent, (B) furnish to each other any necessary information and reasonable assistance as the other may request in connection with the foregoing, and (C) take all other actions necessary or advisable to cause the expiration or termination of any applicable waiting periods under the HSR Act and to obtain the Ex-U.S. Approvals, the FERC Approval, the NJDEP Approval, the FCC Consents, and the CFIUS Approval, in each case as promptly as practicable, and in the case of the CFIUS Approval within the timeframes set forth under the DPA, and, in any event, prior to the End Date. The Company and Parent shall each request early termination of the waiting period with respect to the Merger under the HSR Act. Parent shall pay 100% of the filing fees payable under the HSR Act or in connection with the Ex-U.S. Filings, the FERC Application, the NJDEP Application, the filing fee associated with the CFIUS Notice and all FCC filing fees payable by the Company, Parent and their respective Subsidiaries relating to the Merger, regardless of whether the transactions contemplated by this Agreement are consummated. (c) Except as prohibited by applicable Law or Order, each of Parent and the Company shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable cooperate and advisable (as determined consult with each other in good faith by Amazon after consultation connection with the Company in accordance any filing or submission with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any a Governmental Entities, required Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, including by allowing the other Transaction Documents Party to have a reasonable opportunity to review in advance and comment on drafts of filings (including as may be required upon one or more exercises except HSR filings) and submissions, (ii) promptly inform the other Party of Warrant Shares(and if in writing, and whether supply to the other Party) any substantive communication received by such approvals arise from Antitrust Laws or otherwiseParty from, or one given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, FERC, NJDEP, the FCC, CFIUS or more sales any other Governmental Authority and of Warrant Shares)any material communication received or given in connection with any proceeding by a private party, whichin each case regarding any of the transactions contemplated by this Agreement, for (iii) consult with each other prior to taking any material position with respect to the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information filings contemplated by Section 7.1(b) in discussions with or filings to be submitted to any Governmental Entity as such Governmental Entity may request Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection therewithwith, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to the filings contemplated by Section 7.1(b) and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby; provided, however, that the Parties may redact information related to the valuation of the Company and personal identifier information from any materials required to be provided pursuant to this Section 7.1(c), and may reasonably designate competitively-sensitive information in such materials as “outside counsel only.” (d) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, (i) none of the Company, Parent or their respective Affiliates shall participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other, (ii) cooperate fully with each of the Company and Parent shall give the other party reasonable prior notice of any such meeting or conversation and (iii) in promptly seeking to obtain all the event either the Company or Parent is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such exemptionsmeeting or engaging in any such conversation, authorizationsthe participating or attending Party shall keep the non-participating or non-attending, consentsas the case may be, or approvals and to make all such filings and give such noticesParty reasonably apprised with respect thereto. (be) Without limiting Notwithstanding anything to the generality of contrary in this Section 7.1, Parent shall, and shall cause its Subsidiaries to, take any action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority (including in connection with the foregoingHSR Filing, the Ex-U.S. Filings, the FERC Application, the NJDEP Application, the FCC Filing and the CFIUS Notice) with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as promptly as practicable after written notice from Amazon (but and, in any event, prior to the case of the HSR ActEnd Date, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall including (i) file the prompt use of its best efforts to avoid the entry of, or to effect the dissolution of, any Notification permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (A) the proffer and Report Forms required agreement by Parent of its willingness to sell, lease, license or advisable under otherwise dispose of, or hold separate pending such disposition, and promptly to effect the HSR Act with sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Parent or any of its Subsidiaries (including, after the Federal Trade Commission Closing, the Company and its Subsidiaries) (and the United States Department of Justice entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into commitments and obligations) and (iiB) filethe proffer and agreement by Parent of its willingness to take such other actions, make and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or givemodifying Contracts (or portions thereof) or other business relationships, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Lawsaccepting restrictions on business operations and entering into commitments and obligations), in each case if such action should be necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any Proceeding in any forum or (y) issuance of any Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority, (ii) defending through litigation on the merits any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay past the End Date, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and (iii) taking, in the event that any permanent, preliminary or temporary Order is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with respect its terms unlawful or that would delay past the End Date, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation as promptly as practicable and, in any event, prior to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described End Date. Notwithstanding anything in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, this Agreement to the extent contrary, Parent shall not be required or advisable by Applicable Law (includingto, for the avoidance of doubt, any Antitrust Law) solely in connection with the CFIUS Notice, take any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with action pursuant to this Section 7.1(e) that would have a material adverse effect on the Company and its Subsidiaries, taken as a whole. Nothing in accordance with this Agreement shall obligate Parent or the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable Company to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject agree to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction divestiture or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing remedy not conditioned on the consummation of any issuances of Warrant Sharesthe Closing.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall use its commercially reasonable efforts to (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Amazon (but Walmart, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicabletimeframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as reasonably practicable after written notice from Walmart, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). Walmart shall be responsible for payment of all filing fees associated with the HSR Act and any other Antitrust Laws. In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.Antitrust

Efforts. (a) Without prejudice Each of the Parties agrees to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, properproper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby, including the Merger, and to cooperate with the other in connection with the foregoing, including using its reasonable best efforts (i) to obtain all consents, approvals, rulings or authorizations that are required to be obtained under any Requirement of Law, (ii) to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated hereby, including the Merger, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional Information or documentary material from a Governmental Authority, if any, (v) to fulfill all conditions to this Agreement (including ensuring that the Estimated Closing Net Equity and Estimated Closing Cash shall be equal to or greater than equal to or greater than the Target Closing Net Equity and Target Closing Cash, and that the Estimated Closing Indebtedness is equal to or less than the Target Closing Indebtedness) and (vi) in the event that eSpeed waives the condition set forth in Section 8.2(c), to ensure that as promptly as practicable after Closing, (A) the Closing Net Equity (excluding the net equity of eSpeed as of immediately prior to the Closing), shall be equal to or greater than the Target Closing Net Equity, (B) the Closing Cash (excluding the cash, cash equivalents and marketable securities of eSpeed as of immediately prior to the Closing), shall be equal to or greater than the Target Closing Cash and (C) the aggregate Closing Indebtedness (excluding the Indebtedness of eSpeed as of immediately prior to the Closing) shall be equal to or less than the Target Closing Indebtedness. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by the Parties to consummate the Merger and the other transactions contemplated by this Agreement, in no event shall the Parties or any of their Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or desirable under Applicable Law take or commit to carry out take any action (x) the provisions hereof effectiveness or consummation of which is not conditional on the consummation of the Merger or (y) that individually or in the aggregate is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of eSpeed and thereof its Subsidiaries taken as a whole) to eSpeed and give its Subsidiaries or BGC Partners and its Subsidiaries, either before or after giving effect to the transactions contemplated hereby Merger (a “Burdensome Condition”). (b) Further, and thereby. In furtherance and not in limitation without limiting the generality of the foregoingrest of this Section 7.2, each of the parties Parties shall promptly (i) subject furnish to the provisions of this Section 3.1, including Section 3.1(d), use its commercially other such necessary Information and reasonable efforts to obtain assistance as promptly as reasonably practicable and advisable (as determined the other Party may request in good faith by Amazon after consultation connection with the Company in accordance with foregoing, (ii) inform the first sentence other of Section 3.1(d)) all exemptions, authorizations, consents, or approvals fromany communication from any Governmental Authority regarding any of the transactions contemplated hereby, and to make (iii) provide counsel for the other Party with copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with and to give all notices to, all third parties, including any Governmental Entities, required Authority and any other Information supplied by such Party and such Party’s Subsidiaries to a Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement hereby and as necessary to comply with contractual arrangements. The Parties shall, subject to Applicable Law, permit the counsel to the other Transaction Documents (including as may be required upon one or more exercises of Warrant SharesParties to review in advance, and whether consider in good faith the views of such approvals arise from Antitrust Laws or otherwiseother Parties in connection with, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information any proposed written communication to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) Authority in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharestransactions contemplated hereby.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary consents, approvals, registrations, waivers, permits, authorizations, orders and other confirmations (collectively, “Consents”) from Governmental Entities as required by this Section 5.6, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement as required by this Section 5.6 and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided that in no event shall the parties hereto be required to waive any right or condition set forth in this Agreement or any Transaction Document. (b) In furtherance and not in limitation of the covenants contained in this Section 5.6, each of the parties hereto shall, and shall cause their respective Affiliates (including the remainder Equity Investors and their respective Affiliates in the case of Parent) to (i) (x) make, or cause to be made, their respective filings under the HSR Act within five (5) Business Days after the date of this Agreement, and (y) as promptly as reasonably practicable after the date of this Agreement, make, or cause to be made, all other filings required under any Regulatory Laws and (ii) supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Regulatory Law. In furtherance of and without limiting the foregoing, and notwithstanding anything contained in this Agreement to the contrary, Parent agrees to use reasonable best efforts to take promptly any and all steps necessary, to avoid and, if necessary, eliminate, each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity, so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date), including, but not limited to, (A) defending through litigation on the merits any claim asserted in court by any person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would materially delay or prevent the Closing from occurring prior to the End Date; (B) proposing, negotiating, committing to, effecting, agreeing to and executing, by settlement, undertaking, consent decree, hold separate order, stipulation or otherwise, the sale, divesture, holding separate, license, behavioral or other operational conditions and other restrictions on the businesses, assets, properties, product lines and equity interests of, or changes to the conduct of business of Parent or the Company or their respective Subsidiaries; (C) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Parent or the Company or their respective Subsidiaries; and (D) taking, or causing to be taken, other actions and doing, or causing to be done, other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as soon as possible (and in any event no later than the End Date) (each such action described in this sentence, including such actions under the foregoing clauses (A) to (D) a “Regulatory Action”). Notwithstanding anything to the contrary in this Section 3.15.6, nothing in this Agreement shall require Parent, Merger Sub, the Company and their respective Subsidiaries and Affiliates (or Equity Investors) to commit to or effect any action or agreement that is not conditioned upon the consummation of the Merger. The Company shall not agree to take any Regulatory Action without Parent’s prior written consent. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6(b) shall require or obligate Parent, Merger Sub, the Equity Investors, or any of their investments, Affiliates or Subsidiaries (other than the Company and its Subsidiaries) to commit to or effect any Regulatory Action with respect to any investments, businesses, products, rights, services, licenses, entities, or assets of Parent, Merger Sub, the Equity Investors, or any of their respective investments, Affiliates or Subsidiaries (other than the Company and its Subsidiaries), or any interests therein. (c) The Company and Parent shall, and shall cause their respective Affiliates to (i) consult and cooperate with each other in connection with any filings, notifications, communications, submissions, and any other actions with a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement (including by any proceeding initiated by a private party other than litigation governed by Section 5.10) and give the other Transaction Documentsparty reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed communication to any Governmental Entity, (ii) subject to applicable Law and the instructions of any Governmental Entity, keep each other apprised on a current basis of the status of matters relating to this Agreement and the transactions contemplated by this Agreement, including promptly furnishing the other with copies of communications received by the Company or Parent, as the case may be, or any of their respective Affiliates, from any Governmental Entity or private party with respect to this Agreement and the transactions contemplated by this Agreement and (iii) to the extent not prohibited by the applicable Governmental Entity or private party, as the case may be, give each other the opportunity to attend and participate in any meetings (whether in-person or otherwise), telephone or video calls or other conferences. Notwithstanding anything to the contrary in this Agreement, any party may, as it deems advisable and necessary, reasonably (x) redact materials to protect competitively sensitive information or information concerning valuation, to comply with contractual agreements or to address reasonable privilege or confidentiality concerns and (y) reasonably designate materials as “outside counsel only” (such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the party providing the materials). Notwithstanding anything in this Agreement to the contrary, Parent shall direct and control communications and strategy relating to obtaining all Consents and other approvals contemplated or required by this Section 5.6 following consultation with (and considering in good faith the views of) the Company. All filing fees payable in connection with the notifications, filings, registrations or other materials contemplated by this Section 5.6 shall be paid entirely by the Parent. (d) Parent and Merger Sub shall not (and shall cause the persons listed on Section 5.6(d) of the Parent Disclosure Letter and their controlled Affiliates not to) acquire, or agree to acquire, any asset, property, business or person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), or enter into any Contract or take any other actions, that would reasonably be expected to (i) materially delay obtaining, or materially increase the risk of not obtaining, any Consent of any Governmental Entity or the receipt thereof in a manner that would or would reasonably be expected to prevent, impede or materially delay the consummation of the Merger or cause any of the conditions set forth in Section 6.1(b) or Section 6.1(c) to not be satisfied, in each case of this clause (i) prior to the End Date or (ii) increase in any material respect the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated hereby which would prevent the satisfaction of the condition set forth in Section 6.1(b) or Section 6.1(c). (e) The parties shall cooperate to submit a draft joint voluntary notice to CFIUS with respect to the transactions contemplated by this Agreement (the “Draft CFIUS Notice”) as soon as practicable after the date of this Agreement. After receipt of confirmation that CFIUS has no further comments or inquiries related to the Draft CFIUS Notice, the parties shall submit the CFIUS Notice as soon as practicable. The parties shall comply at the earliest practicable time, and in any event no later than required by CFIUS or any CFIUS member agency, with any request for additional information, documents or other materials, and will cooperate with each other in connection with both the Draft CFIUS Notice and the CFIUS Notice and in connection with resolving any investigation or other inquiry of CFIUS or any CFIUS member agency. The parties shall each promptly inform the other party of any oral communication with, and provide copies of written communications with, CFIUS or any CFIUS member agency regarding any such filings; provided, that no party shall use be required to share communications containing its commercially reasonable confidential business information if such confidential information is unrelated to the transactions contemplated by this Agreement. The parties shall undertake best efforts to promptly take, or cause to be taken, all actions action, and to do, or cause to be done, done all things necessarynecessary or advisable to obtain CFIUS Approval as soon as practicable, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect in any event prior to the transactions contemplated hereby and thereby. In furtherance and End Date, provided, however, that no party shall be required to take or agree to take any undertaking that is not in limitation conditioned on the consummation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such noticesAgreement. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Amazon (but Walmart, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicabletimeframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date if required”) and (ii) as promptly as reasonably practicable after written notice from Walmart, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance exercise of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). Walmart shall be responsible for payment of all filing fees associated with the HSR Act and any other Antitrust Laws. In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance exercise of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall hereto will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law applicable law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall hereto will (i) subject to the provisions of this Section 3.1, including Section 3.1(b) and Section 3.1(d), use its commercially their reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company Walgreens in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party parties hereto in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, (1) as promptly as practicable after written notice from Amazon and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in the case of the HSR Act, no later than any event within ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Actdate of this Agreement, no unless a later than (I) in date is mutually agreed between the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableparties), the parties shall (i) will file any the Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii2) as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)), file, make or give, as applicable, all other filings, requests, or requests and/or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares Equity Transactions (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i1) and (ii2), collectively, the “Initial Antitrust Filings”). In addition, if, on or prior to the one-year anniversary of the date on which the Initial Antitrust Clearance was obtained, the IOMS Rights Holder and its Designees (for the avoidance of doubt, expressly including for this purpose any Warrantholder (as defined in Warrant 1) pursuant to the exercise in-part of Warrant 1 pursuant to the terms thereof during the Warrant 1 Special Exercise Period) have not exceeded the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h), as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of such one-year anniversary, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice with respect to the Equity Transactions in order to exceed the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h) (but not, for purposes of such filing, any greater notification threshold) (the “Second HSR Filing”, and the date on which all such Notification and Report Forms comprising the Second HSR Filing shall have been initially filed, the “Second HSR Filing Date”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law applicable law (including, for the avoidance of doubt, doubt any Antitrust Law) in connection with any further issuance acquisition of Warrant Shares shares of Common Stock comprising all or any portion of the Equity Transactions (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company Walgreens in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, or requests and/or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings” and any such acquisitions, “Other Equity Transactions”, provided that “Other Antitrust Filings” shall not include the Second HSR Filing). Without limiting the generality of the foregoing, each party shall agrees to supply as promptly as reasonably practicable and advisable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under requested pursuant to the HSR Act or any other Antitrust Laws. (c) Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each of the parties hereto agrees to use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity, so as to enable the parties hereto to give effect to the transactions contemplated hereby and by the other Transaction Documents in accordance with the terms hereof and thereof; provided, that notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, nothing in this Section 3.1 shall require, or be construed to require, any party hereto or any of its Affiliates to agree to (and no party hereto (other than Walgreens with respect to its and/or its Affiliates own assets, businesses or interests, in each case other than WBAD or any of its subsidiaries) or any of its Affiliates will agree to, without the prior written consent of the other parties): (i) sell, hold separate, divest, discontinue or limit (or any conditions relating to, or changes or restrictions in, the operation of) any assets, businesses or interests of it or its Affiliates (irrespective of whether or not such assets, businesses or interests are related to, are the subject matter of or could be affected by the transactions contemplated by the Transaction Documents); (ii) without limiting clause (i) in any respect, any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests that would reasonably be expected to adversely impact (x) the business of, or the financial, business or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to it or its Affiliates, or (y) any other assets, businesses or interests of it or its Affiliates; or (iii) without limiting clause (i) in any respect, any modification or waiver of the terms and conditions of this Agreement or any of the other Transaction Documents that would reasonably be expected to adversely impact (x) the business of, or financial, business or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to it or its Affiliates, or (y) any other assets, businesses or interests of it or its Affiliates. For purposes of the foregoing proviso, it is expressly acknowledged and agreed that the mere fact, in and of itself, that an approval or consent of a Governmental Entity required in connection with all or any portion of the Equity Transactions does not also expressly include or expressly constitute an affirmative approval or consent for the Investors’ Beneficial Ownership of shares of Common Stock to exceed the Ultimate Standstill Level shall not be considered to adversely impact the Investors or their Affiliates in any way, including any of their respective assets, businesses or interests or their respective financial, business or strategic benefits from the transactions contemplated hereby or by any of the other Transaction Documents. For purposes of this Agreement, the term (x) “Initial Antitrust Clearance” as of any time means (xa) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (yb) the absence at such time of any Applicable Law applicable law or Order temporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of the Initial Filing Transaction, (y) “Second HSR Clearance” as of any issuances time following the Initial Antitrust Clearance means, with respect to the Equity Transactions (to the extent set forth in the Second HSR Filing), prior to such time, the expiration or termination of Warrant Sharesthe waiting period under the HSR Act, and (z) “Other Antitrust Clearance” as of any time following the Initial Antitrust Clearance means, with respect to any Other Equity Transaction, (a) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, pursuant to any other Antitrust Laws, in each case to the extent required with respect to such Other Equity Transaction, and (b) the absence at such time of any applicable law or temporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of such Other Equity Transaction.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall shall, (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) including, without limitation, in the event that the “Investment-Only” exemption is not available to Amazon, (i) as promptly as reasonably practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) as promptly as practicable after written notice from Amazon, the parties shall file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicabletimeframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as reasonably practicable after written notice from Amazon, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). Amazon shall be responsible for payment of all filing fees associated with the HSR Act and any other Antitrust Laws. In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with -11- the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) as promptly as practicable after written notice from Amazon, the parties shall file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.13.1 and Section 3.6) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) Agreement, Purchaser and the other Transaction Documents, each party Seller shall use its commercially their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper, proper or desirable under Applicable Law advisable to carry out cause the provisions hereof and thereof and give effect conditions to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject Closing to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain be satisfied as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, to consummate and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providingeffective, as promptly as reasonably practicable (but subject to Section 3.01), the Transactions, including using reasonable best efforts with respect to (i) preparing and advisablefiling promptly and fully all documentation to effect all necessary filings, such information to notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining all Consents from any Governmental Entity as such Governmental Entity may request Authority or other Person necessary, proper or advisable to consummate the Transactions and (iii) executing and delivering any additional instruments necessary to consummate the Transactions, in connection therewiththe case of each of clauses (i) through (iii), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other Consents relating to (A) Antitrust Laws, which are dealt with in Sections 7.01(b) and (c), (B) Transferred Assets and Shared Contracts (where applicable), which are dealt with in Section 2.04 and Section 7.01(d), respectively, and (iiC) cooperate fully Supply Agreement pricing, which is dealt with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such noticesSection 7.23. (b) Without limiting the generality Each of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall hereto agrees to (i) file any make an appropriate filing of a Notification and Report Forms required or advisable under Form pursuant to the HSR Act with respect to the Federal Trade Commission Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices any required or advisable notification under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, Laws as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with following the Company in accordance with the first sentence date of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entitiesthis Agreement, and in any event no later than in accordance with established regulatory 5:00 p.m. New York City time frameson such date that is 25 Business Days following the date hereof, and (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be required under requested pursuant to the HSR Act or any and such other Antitrust Laws. For purposes of this AgreementLaws and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the term “Initial Antitrust Clearance” as of any time means (x) parties hereto to consummate the Transactions prior to such timethe Termination Date. Without limiting the foregoing, Purchaser shall promptly take, or cause to be taken, any and all actions reasonably necessary to secure the expiration or termination of the any applicable waiting period under the HSR Act (“HSR Approval”) or any other Antitrust Law or any other Consent under Antitrust Laws, and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit or restrict the consummation of the Transactions or delay the consummation of the Transactions beyond the Termination Date, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Purchaser (including, after the Closing, any Transferred Assets), (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of Purchaser (including, after the Closing, any Transferred Assets), (D) terminating existing relationships, contractual rights or obligations of Purchaser, (E) terminating any joint venture or other arrangement, (F) creating any relationship, contractual right or obligation of Purchaser or (G) effectuating any other change or restructuring of Purchaser (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions by or with respect to the Seller, by consenting to such action by the Seller (including any Consents required under this Agreement or the other Transaction Documents with respect to such action); provided, that any such action may, at the discretion of the Seller, be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in a court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated or terminated, any Restraint that would or would reasonably be expected to prevent the Closing from occurring prior to the Termination Date. All such efforts shall be unconditional and shall not be qualified in any manner and no actions taken pursuant to this Section 7.01 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. Purchaser shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. The Seller and Purchaser and, in the case of the Seller, shall cause its Affiliates not to, take any action with the intention to, or that could reasonably be expected to, materially hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of the approval of the DOJ or FTC as necessary. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. The parties acknowledge and agree that Purchaser shall control and direct, and the receipt Seller will cooperate reasonably, subject to applicable Law, with such direction and control, all strategy and decisions with respect to obtaining all Consents from any Governmental Authority in connection with the Transactions, including all filings (including where to file and the timing of such filings) and any withdrawals and/or refiling thereof, strategies, processes, negotiations of settlements (if any), and related proceedings contemplated by this Section 7.01, provided that Purchaser shall consult with and consider in good faith the views of the Seller regarding the form and content of any such filings, withdrawals, refilings, strategies, processes, negotiations and related proceedings. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all exemptionsrespects with each other in connection with any filing, authorizationssubmission or written communication with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, consentsincluding any proceeding initiated by a private person, and allow the other party to review in advance and consider in good faith the views of the other party with respect to such filing, submission, or approvalswritten communication, (ii) keep the other parties hereto 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 making FTC, the DOJ or any other Governmental Authority and of all filings any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto reasonably prompt notice of, and the giving reasonable opportunity to attend and participate in, such meetings and conferences. (d) Notwithstanding anything to the contrary in Section 2.04, Purchaser and Seller shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, assign, obtain, or to cause to be transferred, assigned or obtained, prior to the Closing or as soon as practicable thereafter, all Environmental Permits, including any Environmental Permit necessary for Purchaser to own, operate or occupy the Business or the Transferred Assets. In furtherance of the foregoing, (i) during the period commencing on the date hereof and continuing until six (6) months after the Closing Date, each of Purchaser and Seller shall provide or cause to be provided to the other party all noticescommercially reasonable assistance as is reasonably requested in connection with transferring, assigning, obtaining or securing (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits, and (ii) if any Environmental Permits are not transferred, assigned, obtained or secured prior to the Closing, pending the earlier of obtaining of such Environmental Permit and the expiration of all waiting periodssuch six (6) month period, Purchaser and Seller shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement under which Purchaser shall obtain the benefit of and bear the burdens and obligations of ownership of any such Environmental Permits held by Seller in connection with the ownership or operation of the Business or the Transferred Assets; provided, that Seller shall not be required to pay any consideration therefor or to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, that, subject to and without in any other Antitrust Lawsway limiting Seller’s obligations pursuant to Section 10.02 (including as they relate to Legacy Environmental Release Liabilities), in each case Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Losses arising out of or relating to any Environmental Permit held by Seller for the benefit of Purchaser pursuant to any arrangement established pursuant to clause (ii). Seller’s obligations regarding Environmental Permits pursuant to this Section 7.01(d) shall cease six (6) months after the Closing Date, at which point Seller will be deemed to have fulfilled all related requirements under this Section 7.01(d) of the Agreement and under no circumstances shall the Purchase Price be reduced or the Seller Group be subject to any Liability on account of the failure to obtain any Environmental Permit pursuant to this Section 7.01(d). (e) Notwithstanding anything to the extent required with respect contrary in this Agreement, no member of the Seller Group shall have any obligation to the Initial Filing Transaction, and pay money or offer or make any concession or grant any accommodation (yfinancial or otherwise) the absence at such time of to any Applicable Law or Order issued by any court of competent jurisdiction Governmental Authority or other legal restraint third party in connection with the performance of their respective obligations under this Section 7.01 or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant SharesSection 2.04.

Efforts. (a) Without prejudice Upon the terms and subject to the terms and conditions hereof set forth in this Agreement (including subject to, and in accordance with, applicable Law), from the remainder date of this Section 3.1) and Agreement to the other Transaction DocumentsClosing, each party of the Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, properproper or advisable to consummate and make effective, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable practicable, the Transactions and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the other transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR ActAgreement. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable subject to the appropriate terms and conditions set forth in this Agreement, from the date of this Agreement to the Closing, each Party shall (i) use reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental EntitiesBodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, and in any event no later than in accordance with established regulatory time framesor to avoid an action or proceeding by, any information and documentary material Governmental Body, (ii) use reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties under any Contract; provided, however, that may no Party shall be required under to make any material payments, incur any material Liability or offer or grant any material accommodation (financial or otherwise) to any third party to obtain any such consent, approval or waiver), (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the HSR Act consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Antitrust Laws. For Governmental Body vacated or reversed, subject to the limitations set forth in Section 6.4(d) and (iv) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Notwithstanding the foregoing, the term “Initial Antitrust Clearance” as of New York shall not be prohibited under this Section 5.8(a) from taking any time means action permitted by Section 5.1(b) or Section 5.1(c). (xb) prior Nothing in this Section 5.8 shall require any Party to (i) consent to any action or omission by any other Party that would be inconsistent with this Section 5.8, absent such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consentsconsent, or approvals(ii) agree to amend or waive any provision of this Agreement, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject or take or agree to any other Antitrust Laws, actions that would reasonably be expected to result in each case a London Burdensome Condition or a New York Burdensome Condition. (c) Notwithstanding anything else in this Agreement to the extent required contrary, reasonable best efforts on the part of London and its Affiliates, including with respect to the Initial Filing Transactionmatters contemplated by this Section 5.8, Section 5.9, Section 5.10, and (y) Section 5.11, shall not require London or any of its Affiliates to agree to or accept a London Burdensome Condition. Notwithstanding anything else in this Agreement to the absence at such time contrary, reasonable best efforts on the part of New York and its Affiliates, including with respect to the matters contemplated by this Section 5.8, Section 5.9, Section 5.10, and Section 5.11, shall not require New York or any Applicable Law of its Affiliates to agree to or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesaccept a New York Burdensome Condition.

Efforts. (a) Without prejudice a. Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) and subject, in the case of the Requisite Stockholder Approval, to the provisions of Section 3.4) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) b. Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicabletimeframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) as promptly as practicable after written notice from Amazon, the parties shall file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) Agreement, the Purchaser and the other Transaction DocumentsSeller Parties shall, and each party shall cause their respective controlled Affiliates to, use its their respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper, proper or desirable under Applicable Law advisable to carry out cause the provisions hereof and thereof and give effect conditions to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject Closing to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, be satisfied and to consummate and make all filings with and to give all notices toeffective the Transactions, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the each case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, 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, obtaining all Consents from any Governmental Authority or third party necessary, proper or advisable to consummate the parties Transactions, including, without limitation, all Conforming Estoppels, SNDAs, and Transferred Real Property Lease Consents, provided, in connection with any third party Consent and except as expressly set forth in this Agreement, that no member of the Seller Group shall be required to pay any consideration to or out of pocket costs of or to the third party therefor, commence, defend or participate in any Action in connection therewith or offer or grant any accommodation (financial or otherwise) to any third party in connection therewith, executing and delivering any additional instruments necessary to consummate the Transactions and defending or contesting in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) file any through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other Consents relating to Antitrust Laws, which are dealt with in Section 7.01(b) and Purchased Assets, Manufacturer Consents or Transferred Interests, which are dealt with in Section 2.04. (b) Each of the parties hereto agrees to make an appropriate filing of a Notification and Report Forms required or advisable under Form pursuant to the HSR Act with respect to the Federal Trade Commission Transactions within ten (10) business days following the date hereof (unless the parties otherwise agree) and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices any required or advisable notification under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, Laws as promptly as reasonably practicable following the date of this Agreement, and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any additional information and documentary material that may be required under requested pursuant to the HSR Act or any and such other Antitrust LawsLaws and to use their respective commercially reasonable efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the parties hereto to consummate the Transactions as promptly as reasonably practicable. For purposes of Notwithstanding anything to the contrary in this AgreementSection 7.01, the term “Initial Antitrust Clearance” as of Purchaser shall promptly take, or cause to be taken, any time means (x) prior and all actions necessary to such time, secure the expiration or termination of the any applicable waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, (“HSR Approval”) or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Law or any other Consent under Antitrust Laws, in each case to the extent required and resolve any objections asserted with respect to the Initial Filing Transaction, and (y) Transactions under the absence at such time of Federal Trade Commission Act or any Applicable other applicable Law or Order issued raised by any court Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit or restrict the consummation of competent jurisdiction the Transactions or delay the consummation of the Transactions beyond the Termination Date, including (i) executing settlements, undertakings, consent decrees, stipulations or other legal restraint agreements with any Governmental Authority or prohibition under with any Antitrust Lawother Person, selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), terminating existing relationships, contractual rights or obligations of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities), terminating any joint venture or other arrangement, creating any relationship, contractual right or obligation of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) or effectuating any other change or restructuring of the Purchaser or any of its Affiliates (including, after the Closing Date, the Transferred Entities) (and, in each case that has case, entering into agreements or stipulating to the effect of preventing the consummation entry of any issuances Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of Warrant Sharesthe Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions by or with respect to the Seller Parties, by consenting to such action by the Seller Parties (including any Consents required under this Agreement or the other Transaction Documents with respect to such action); provided that any such action may be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated or terminated, any Restraint that would or would reasonably be expected to prevent the Closing from occurring prior to the Termination Date. No actions taken pursuant to this Section 7.01 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. (c) Each of the parties hereto shall use its reasonable best efforts to cooperate in all respects with each other in connection with any filing, submission or written communication with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, and allow the other parties to review in advance and consider in good faith the views of the other parties with respect to such filing, submission, or written communication, keep the other parties hereto 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 FTC, the DOJ or any other Governmental Authority in each case regarding any of the Transactions, subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto prompt notice of, and the reasonable opportunity to attend and participate in, such meetings and conferences. (d) Notwithstanding anything to the contrary in this Agreement, the Seller Parties and their respective Affiliates shall have no obligation to pay money or offer or make any concession or grant any accommodation (financial or otherwise) to any Governmental Authority or other third party in connection with the performance of their respective obligations under this Section 7.01.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1‎3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1‎3.1, including Section 3.1(d‎3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d‎3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises issuances of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon Walmart (but in the case of the HSR Act, no later than ten (10) 10 Business Days after such written notice), and for filings other than in the case of the HSR Act, any event no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d‎3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice to Upon the terms and subject to the conditions hereof (including the remainder of this Section 3.1) and the other Transaction DocumentsAgreement, each party of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper, proper or desirable advisable under Applicable applicable Law to carry out the provisions hereof consummate and thereof and give effect to make effective the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoingby this Agreement as promptly as practicable, each of the parties shall including: (i) subject to the provisions preparation and filing as promptly as practicable of this Section 3.1all necessary applications, including Section 3.1(d)notices, use its commercially reasonable efforts petitions, registrations, filings, ruling requests, and other documents, and the taking of all steps as may be necessary, to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Authority, in order to consummate the transactions contemplated by this Agreement, (as determined ii) the obtaining of all other necessary Consents or waivers from third parties, provided that none of the Buyer, the Sellers, any Company or any of their respective Subsidiaries shall be obligated to make any payment to any third party to induce the granting of such Consents or waivers, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the other terms and conditions herein provided and without limiting the foregoing, the Parties shall (and shall cause their respective Subsidiaries to): (i) use their commercially reasonable efforts to cooperate with one another in good faith (A) determining whether filings are required (or considered by Amazon the Parties to be advisable) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and the rules and regulations thereunder (“HSR Act”), and (B) to make their respective filings under the HSR Act within 10 business days after consultation execution of this Agreement; (ii) promptly notify each other of any communication concerning this Agreement and the transactions contemplated hereunder from any Governmental Authority and consult with and permit the Company other Parties to review in accordance with advance any proposed communication concerning this Agreement and the first sentence transactions contemplated hereunder to any Governmental Authority; (iii) 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 timing of Section 3.1(d)) all exemptions, authorizationsany waivers, consents, approvals, permits, orders or approvals fromauthorizations, and any agreement regarding the timing of consummation of the transactions contemplated by this Agreement) with any Governmental Authority relating to make any filings or investigation concerning this Agreement or the transactions contemplated hereunder unless it consults with the other Parties and their respective Representatives in advance and invites the other Parties’ Representatives to attend unless the Governmental Authority prohibits such attendance; (iv) promptly furnish each other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their Subsidiaries or their respective Representatives intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to each other Party upon receipt; (v) promptly furnish each other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other Party and its Subsidiaries may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to give all notices to, all third partiesany Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (vi) deliver to each other Party’s outside counsel complete copies of all documents furnished to any Governmental EntitiesAuthority as part of any filing. (c) The Buyer shall use commercially reasonable efforts to eliminate any concern on the part of any Governmental Authority regarding the legality of the transactions contemplated by this Agreement under the HSR Act, including, if required by any Governmental Authority, promptly taking all actions necessary to secure antitrust clearance from such Governmental Authority, including: (i) taking all actions necessary to effect the sale or other disposition of particular businesses, product lines, assets or voting securities of a Company or the Buyer or their respective Subsidiaries; (ii) agreeing to enter into a hold-separate agreement with said Governmental Authority pending such sale or other disposition of businesses, product lines, assets or voting securities of a Company or the Buyer or their respective Subsidiaries; and (iii) otherwise taking or committing to take any action that limits its freedom of action with respect to, or its ability to retain, any of such businesses, product lines, assets or voting securities, provided that any such action may be conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Subject to the conditions set forth in connection Article VIII, the Buyer and the Sellers shall proceed with the transactions contemplated by this Agreement unless a court or other Governmental Authority has issued an injunction or other order prohibiting the closing of the transactions and that injunction or order has been upheld by an appellate court or other appellate Governmental Authority. (e) In addition to the other Transaction Documents (including foregoing, the Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be required upon one reasonably requested by any third party whose consent or more exercises of Warrant Sharesapproval is sought under this Agreement. (f) Whether or not the Acquisition is consummated, Parties shall be responsible for their own respective filing fees and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information payments to any Governmental Entity as such Governmental Entity may request Authority in connection therewith, and (ii) cooperate fully with the other party in promptly seeking order to obtain all such exemptions, authorizations, any consents, approvals or approvals and waivers pursuant to make all such filings and give such noticesthis Section 6.4. (bg) Without limiting the generality of Section 6.4(a) above, each of the foregoing, Parties shall use its best efforts to obtain as promptly as practicable after written notice from Amazon (but in the case Consent of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect LDEQ to the issuance change of ownership contemplated by the Warrant Shares (Acquisition, which the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that Parties acknowledge may be required under obtained after the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant SharesClosing Date.

Efforts. (a) Without prejudice Subject to the right of Company to take any action that constitutes an Adverse Recommendation Change as expressly permitted pursuant to Section 6.6 and subject to Section 6.1(d), the parties shall cooperate with each other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all Governmental Entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the Transactions in the most expeditious manner practicable, and to comply with the terms and conditions hereof of all such permits, consents, approvals, confirmations and authorizations of all such third parties and Governmental Entities. (including the remainder of this Section 3.1b) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and (but not in limitation limitation) of the foregoing, each of the parties Company and Buyer shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptionspracticable, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no event later than ten (10) Business Days after (or such written noticelater date as Company and Buyer may mutually agree), and for following the date of this Agreement, file, or cause to be filed any required applications, notices or other filings other than in the case of under the HSR Act, no later than (I) in . To the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as extent reasonably practicable, the parties shall consult with each other with respect to the obtaining of all Permits, consents, approvals and authorizations of all third parties and Permits of all Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other reasonably apprised of the status of matters relating to completion of the Transactions. Company, on the one hand, and Buyer, on the other hand, shall each, in connection with the efforts referenced in this Section 6.1(a) to obtain all requisite Permits for the Transactions under the HSR Act, subject to Section 6.1(d), use commercially reasonable efforts to (i) file cooperate with each other in connection with any Notification filing or submission and Report Forms required in connection with any investigation or advisable other inquiry; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), or any other Governmental Entity and (iii) subject to applicable Law, permit the other party to review, in advance, any written communication given by it to or received from, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, or any other Governmental Entity, and to the extent permitted by the FTC, the DOJ, or other applicable Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences subject to applicable Law; provided, however, that any information or materials provided to or received by any party under this Section 6.1 or any other section of this Agreement may be redacted (i) to remove references concerning the valuation of Company or other competitively sensitive material, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, and that the parties may, as each deems advisable, reasonably designate any material or information provided to or received by any party under this Section 6.1 as “outside counsel only material.” Materials designated “outside counsel only” under this Section 6.1 shall be given only to the designated legal counsel of the recipient and shall not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) No party hereto shall agree to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity to delay, or otherwise not to consummate as soon as practicable, the consummation of the Transactions except with the Federal Trade Commission and prior written consent of the United States Department of Justice and (ii) fileother parties. Notwithstanding the foregoing, make nothing in this Section 6.1 will apply to or give, as applicable, all restrict communications or other filings, requests, actions by any party or notices required their respective Affiliates with or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described Governmental Entities in connection with their business in the foregoing clauses ordinary course of business. (d) Notwithstanding anything to the contrary herein, (i) none of Buyer, Merger Sub or their respective Affiliates shall be required, and none of Company, or its Affiliates shall be permitted (iiwithout Buyer’s prior written consent), collectivelyto (A) consent to, the “Initial Antitrust Filings”). In additionor offer to agree or consent to, following the receipt or effect or undertake, any action or efforts that would reasonably be expected to result in a Substantial Detriment for purposes of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, obtaining all requisite Permits for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required Transactions under the HSR Act or any other Antitrust Laws. For purposes consent or Order from any Governmental Entity in connection with the Transactions or (B) initiate or participate in any lawsuits in order to oppose or defend against any lawsuits by any Governmental Entity to enjoin, restrain or otherwise prevent the consummation of the Closing and (ii) none of the parties shall be required to consent to, or offer to agree or consent to, or to make, any amendments or modifications to any of the terms of this AgreementAgreement or any other agreements entered into in connection with the Transactions. (e) Subject to applicable Law, each of Company and Buyer shall promptly advise the other upon receiving any communication from any Governmental Entity, the term “Initial Antitrust Clearance” as consent or approval of any time means (x) prior to such time, the expiration or termination which is required for consummation of the waiting period under the HSR Act and Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of all exemptions, authorizations, consents, any such approval may be materially delayed or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesconditioned.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and Agreement, each of the parties hereto shall cooperate with the other Transaction Documentsparties hereto and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, each party shall use its commercially reasonable efforts with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, properproper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, 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, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or desirable under Applicable Law third party necessary, proper or advisable to carry out consummate the provisions hereof Transactions and thereof (iii) execute and give effect deliver any additional instruments necessary to consummate the transactions contemplated hereby Transactions, other than, in the case of each of clauses (i) through (iii), with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and thereby. other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are addressed in Section 5.03(c) below. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all actions necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action reasonably necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties shall hereto agrees to (i) subject make an appropriate filing of a Notification and Report Form pursuant to the provisions HSR Act within ten (10) Business Days after the date hereof and other required antitrust approvals with respect to the Transactions as soon as practicable and advisable after the date of this Section 3.1Agreement and no later than by or before the Closing Date, including Section 3.1(d), use its commercially reasonable efforts to obtain and (ii) supply as promptly as reasonably practicable any additional information and advisable documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. Neither the Company nor its Subsidiaries shall, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, and (ii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as determined the case may be, that appears in good faith any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions. To the extent reasonably practicable, all relevant telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by Amazon after this Section 5.03(d), Parent and the Company shall have the right to review in advance all written materials submitted or oral communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that materials required to be provided pursuant to this Section 5.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided, further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”. Such materials and the information contained therein shall be 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 advance written consent of the party providing such materials. Notwithstanding the foregoing, Parent shall following consultation with the Company and after giving due consideration to its views and acting reasonably and in accordance good faith direct and control all aspects of each party hereto’s efforts to gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws, including the right to “pull and refile” any filing under the HSR Act (upon good faith consultation with the first sentence Company). Without limiting the foregoing, each party shall provide to the other (or the others’ Representatives), upon request, copies of Section 3.1(d)all material correspondence between such party and any antitrust authority relating to such filings. (e) Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, Parent shall, and shall cause each of its Subsidiaries to, take any and all exemptionssteps necessary, authorizationsproper or advisable to (x) resolve, consentsavoid, or approvals fromeliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the Outside Date), including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent or any of its Subsidiaries, or the Company or its Subsidiaries or any interest therein, (B) otherwise taking or committing or agreeing to restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ or the Company’s or its Subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent or its Subsidiaries or the Company or its Subsidiaries or any interest or interests therein, (C) otherwise agreeing to any other structural or conduct remedy with respect to Parent or its Subsidiaries or the Company or its Subsidiaries or any interest therein, or (D) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent or its Subsidiaries or the Company or its Subsidiaries or any interest or interests therein and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto or to such restrictions or actions (such actions above individually or collectively, a “Regulatory Remedy”); provided that, notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.03(e) or any other provision of this Agreement shall require any of Buyer or any of its affiliates to agree or otherwise be required to agree, commit or effect any Regulatory Remedy, that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the combined businesses of Parent, the Company and their Subsidiaries, taken as a whole). (f) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall, and Parent shall cause each of its Subsidiaries to, cooperate in all filings respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to give all notices tohave vacated, all third partieslifted, including reversed or overturned any Governmental Entitiesdecree, required judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger, and (ii) Parent and Merger Sub must defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement and Agreement. Notwithstanding the other Transaction Documents (including as may foregoing, the Company shall not be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to agree to any Governmental Entity as such Governmental Entity may request term or take any action in connection therewith, and (iiwith its obligations under this Section 5.03(f) cooperate fully with that is not conditioned upon consummation of the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such noticesMerger. (bg) Without limiting the generality Neither Parent nor Merger Sub nor any of Parent’s Subsidiaries shall, and Parent shall cause each of its Subsidiaries not to, take any action, including acquiring or agreeing to acquire, including by merging with or into or consolidating with, or by purchasing a portion of the foregoing, as promptly as practicable after written notice from Amazon (but in the case assets of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frameor equity in, or (II) for filings with no established regulatory time frameby any other manner, as promptly as any business or any Person, corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, properties or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation or such other action could reasonably practicable, the parties shall be expected to: (i) file impose any Notification and Report Forms required or advisable under material delay in the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requestsobtaining of, or notices required or advisable under any other Antitrust Laws, in each case with respect to materially increase the issuance risk of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubtnot obtaining, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as consents of any time means (x) prior Governmental Authority necessary to such time, consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time risk of any Applicable Law Governmental Authority seeking or Order issued entering an order prohibiting the consummation of the transactions contemplated by this Agreement; or (iii) materially increase the risk of not being able to remove any court of competent jurisdiction such order on appeal or other legal restraint or prohibition otherwise. (h) Parent will be solely responsible for and pay all filing fees payable to Governmental Authorities under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, (i) as promptly as reasonably practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableAmazon, the parties shall (i) file any the Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as reasonably practicable after written notice from Amazon, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable applicable Law (including, for the avoidance of doubt, doubt any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under requested pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable applicable Law or Order temporary restraining order, preliminary or permanent injunction or other Order, or legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon Investor after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableInvestor, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) as promptly as reasonably practicable after written notice from Investor, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.ACTIVE/117762661.12

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable best efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, (i) as promptly as practicable after written notice from Amazon (but in the case of the HSR Act, no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicableAmazon, the parties shall (i) file any the Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as practicable after written notice from Amazon, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under requested pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order temporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or desirable under Applicable Law applicable law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares)Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by applicable law (including, for the avoidance of doubt, any Antitrust Law) including, without limitation, in the event that the “Investment-Only” exemption is not available to Amazon, (i) as promptly as reasonably practicable after written notice from Amazon (but Amazon, and in the case of the HSR Act, any event no later than ten (10) Business Days after such written notice), and for filings other than in the case of the HSR Act, no later than (I) in the case of filings accordance with an established regulatory time frame, such required time frame, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicabletimeframes, the parties shall (i) file any Notification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as practicable after written notice from Amazon, file, make or give, as applicable, all other filings, requests, requests or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law applicable law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests, requests or notices required under any Antitrust Laws, including the HSR ActAct (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, Entities any information and documentary material that may be required under pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law applicable law or Order temporary restraining order, preliminary or permanent injunction or other judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation, decision or decree issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Sharesthe Initial Filing Transaction.

Efforts. (a) Without prejudice to Upon the terms and subject to the conditions hereof (including the remainder of this Section 3.1) and the other Transaction DocumentsAgreement, each party of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper, proper or desirable advisable under Applicable applicable Law to carry out the provisions hereof consummate and thereof and give effect to make effective the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoingby this Agreement as promptly as practicable, each of the parties shall including: (i) subject to the provisions preparation and filing as promptly as practicable of this Section 3.1all necessary applications, including Section 3.1(d)notices, use its commercially reasonable efforts petitions, registrations, filings, ruling requests, and other documents, and the taking of all steps as may be necessary, to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or approvals from, and advisable to make all filings with and to give all notices to, all third parties, including be obtained from any Governmental Entities, required Authority in connection with order to (A) consummate the transactions contemplated by this Agreement and (B) ensure that each of the material Permits required to conduct the Acquired Business as currently conducted shall remain in full force and effect upon Closing, (ii) the obtaining of all other Transaction Documents (including necessary Consents or waivers from third parties, provided that, except as may otherwise provided in this Agreement or agreed by the Parties, none of the Buyer, the Seller, the Company or its Subsidiaries shall be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information obligated to make any payment to any Governmental Entity as such Governmental Entity may request third party in connection therewithwith seeking such Consents or waivers or shall have any liability for failure to obtain any such Consents or waivers, unless otherwise arising from the breach of this Section 6.4(a), and (iiiii) cooperate fully with the other party in promptly seeking execution and delivery of any additional instruments necessary to obtain all such exemptions, authorizations, consents, or approvals and to make all such filings and give such noticesconsummate the transactions contemplated by this Agreement. (b) Without limiting the generality Parties’ obligations under Section 6.4(a), the Buyer shall, and shall cause its Affiliates to, if requested by the counterparty to any of the contracts set forth on Section 6.4(b) of the Seller Disclosure Letter (the “Specified Contracts”), provide reasonable credit support with respect to the obligations of the Company or its applicable Subsidiary under such Specified Contract (including, if so requested by such counterparty, posting reasonable letters of credit). If following compliance by the Parties of their obligations under Section 6.4(a) and the first sentence of this Section 6.4(b), any counterparty to a Specified Contract withholds consent under such Specified Contract to the transactions contemplated by this Agreement, the Company or its applicable Subsidiary shall be permitted to enter into a substitute arrangement reasonably acceptable to the Buyer that (i) provides for continued use by the Company or its applicable Subsidiary of the assets subject to the applicable Specified Contract on terms not inconsistent with the terms of such Specified Contract and (ii) contains economic terms that are no less favorable in the aggregate to the Company or its applicable Subsidiary than the applicable Specified Contract. (c) Subject to the other terms and conditions herein provided and without limiting the foregoing, the Parties shall (and shall cause their respective Subsidiaries to): (i) use their commercially reasonable efforts to cooperate with one another in (A) determining whether filings are required (or considered by the Parties to be advisable) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”), and (B) to make their respective filings under the HSR Act within 10 business days after execution of this Agreement; (ii) promptly notify each other of any communication concerning this Agreement and the transactions contemplated hereunder from any Governmental Authority and consult with and permit the other Party to review in advance any proposed communication concerning this Agreement and the transactions contemplated hereunder to any Governmental Authority; (iii) 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 timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the transactions contemplated by this Agreement) with any Governmental Authority relating to any filings or investigation concerning this Agreement or the transactions contemplated hereunder unless it consults with the other Party and its Representatives in advance and invites the other Party’s Representatives to attend unless the Governmental Authority prohibits such attendance; (iv) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their Subsidiaries or their respective Representatives intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to the other Party upon receipt; (v) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as practicable after written notice from Amazon (but such other Party and its Subsidiaries may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the case provisions of the HSR Act, no later than ten ; and (10vi) Business Days after such written notice), and for filings deliver to the other than in Party’s outside counsel complete copies of all documents furnished to any Governmental Authority as part of any filing. (d) The Buyer shall use its best efforts to eliminate any concern on the case part of any Governmental Authority regarding the legality of the transactions contemplated by this Agreement under the HSR Act, no later than (I) in the case of filings with an established regulatory time frameincluding, if required by any Governmental Authority, promptly taking all actions necessary to secure antitrust clearance from such required time frameGovernmental Authority, or (II) for filings with no established regulatory time frame, as promptly as reasonably practicable, the parties shall including: (i) file taking all actions necessary to effect the sale or other disposition of particular businesses, product lines, assets or voting securities of the Company or the Buyer or their respective Subsidiaries; (ii) agreeing to enter into a hold-separate agreement with said Governmental Authority pending such sale or other disposition of businesses, product lines, assets or voting securities of the Company or the Buyer or their respective Subsidiaries; and (iii) otherwise taking or committing to take any Notification action that limits its freedom of action with respect to, or its ability to retain, any of such businesses, product lines, assets or voting securities, provided that any such action may be conditioned upon the consummation of the transactions contemplated by this Agreement. (e) In addition to the foregoing, the Buyer agrees to provide such reasonable assurances as to financial capability, resources and Report Forms required creditworthiness as may be reasonably requested by any third party whose consent or advisable approval is sought under this Agreement. (f) Whether or not the Acquisition is consummated, the Buyer and the Seller shall each be responsible for paying 50% of all filing fees and payments to any Governmental Authority under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the waiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of any issuances of Warrant Shares.