Common use of Filings and Approvals Clause in Contracts

Filings and Approvals. To the extent not yet made before the date hereof, except for the China filings (where each Party shall bear the costs of its own filing), the Purchaser shall make at its expense all requisite filings with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, however, that (x) no such information shall be required to be provided by the Seller if it determines, acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Seller required to provide such information shall provide it directly to such Government Entity. The Purchaser shall inform the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particular, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two (2) Business Days of becoming aware thereof. Notwithstanding the above, the Seller shall make, at its own expense, all requisite filings with the relevant Government Entities as it may be required to by such Government Entities in relation with this Agreement.

Filings and Approvals. To The Purchaser and the extent not yet made before Seller shall, as promptly as practicable, file or supply, or cause to be filed or supplied , all applications, notifications and information required to be filed or supplied by any of them pursuant to applicable Laws in connection with the date hereofconsummation of the transactions contemplated by this Agreement, except for including, if necessary, those required by the China filings Competition Act (where each Party shall bear the costs of its own filingCanada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" ). The Purchaser and the Seller shall make at its expense each be responsible for half of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all requisite other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or requested to be provided to or by any Government Entity in connection with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings providedtransactions contemplated by this Agreement; provided , however, that (x) no such information shall be required to be provided by the Purchaser or the Seller to the other if it the Person required to provide such information determines, acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Seller Person required to provide such information shall provide it directly to such Government Governmental Entity. The Purchaser , unless competitively sensitive information, in which case it shall inform be provided directly to such Governmental Entity by the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particular, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy possessor of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two (2) Business Days of becoming aware thereof. Notwithstanding the above, the Seller shall make, at its own expense, all requisite filings with the relevant Government Entities as it may be required to by such Government Entities in relation with this Agreementinformation.

Filings and Approvals. To (a) Subject to the extent not yet made before terms and conditions of this Agreement, Parent, Purchaser and the date hereof, except for the China filings Company shall cooperate with each other and use (where each Party shall bear the costs of its own filing), the Purchaser shall make at its expense all requisite filings with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause their respective Subsidiaries to use) reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, however, that (x) no such information shall be required to be provided by the Seller if it determines, acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and hereby as promptly as practicable (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Seller required to provide such information shall provide it directly to such Government Entity. The Purchaser shall inform the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particular, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two the End Date). Without limiting the generality of the foregoing, each party to this Agreement shall (2and shall cause their respective Subsidiaries to) Business Days (i) use reasonable best efforts to prepare and make all filings and obtain as soon as practicable all Consents, waivers and expirations of becoming aware thereofwaiting periods (if any) from any Governmental Body and make all registrations, declarations and filings with, or notices to, Governmental Bodies, in each case, in connection with the Offer and the Merger, that are necessary or required to be obtained in order to consummate the transactions contemplated hereby, and (ii) use reasonable best efforts to give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as soon as practicable each other Consent or waiver (if any) of any third party (other than from any Governmental Body, which are addressed in the preceding clause (i)) specified on Schedule 6.1(a)(ii); provided, that in no event will the Company, Parent or any of their respective Subsidiaries be obligated to (and in no event shall the Company or any of its Subsidiaries, without Parent’s prior written consent) pay or commit to pay, whether prior to or after the Offer Acceptance Time, any fee, penalty or other consideration to any third party to obtain any Consent or waiver pursuant to this Section 6.1. Notwithstanding The Company and Parent will consult and cooperate with one another, and will consider in good faith the aboveviews of one another, in connection with any actions described in this Section 6.1. Subject to applicable Laws relating to the exchange of information, outside legal counsel for each party shall have the right to review in advance and, to the extent practicable, outside legal counsel for each party will consult with the other party’s outside legal counsel on and consider in good faith the views of the other party’s outside legal counsel in connection with, all of the information relating to such party, and any of their respective Subsidiaries, that appears in any filing made with or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Seller Merger and the other transactions contemplated hereby; provided however that such sharing of information with respect to the HSR Notification Form shall makebe governed by Section 6.1(c). In exercising the foregoing rights, at its own expense, all requisite filings with each of the relevant Government Entities Company and Parent and their respective outside legal counsel shall act reasonably and as it may be required to by such Government Entities in relation with this Agreementpromptly as practicable.

Filings and Approvals. To (a) Without limiting the extent not yet made before the date hereof, except for the China filings (where each Party shall bear the costs generality of its own filing)anything contained in this Section 6.1, the Purchaser Company and Parent shall make at its expense all requisite filings cooperate with the relevant Government Entities referred to in Section 10.1 within eight each other and use (8) Business Days of the date hereof and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause the other Designated Sellers their respective Subsidiaries to provide the Purchaser with all information available use) their reasonable best efforts to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, however, that (x) no such information shall be required take or cause to be provided by the Seller if it determinestaken all actions, acting reasonablyand do or cause to be done all things, thatreasonably necessary, such information is material proper or advisable on its part under this Agreement and competitively sensitive or that the provision of such information could reasonably be expected applicable Law to have a material adverse effect upon it if consummate the transactions contemplated by this Agreement were as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Body, including without limitation under the Antitrust Laws, in order to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. (b) In furtherance and not completedin limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) (x) promptly, but in no event later than May 12, 2015, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and (y) in use reasonable best efforts promptly to cause the expiration or termination of any such case applicable waiting periods under the Purchaser HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the Government Entity requiring or requesting such information, and the Seller required to extent required); (iii) as promptly as reasonably practicable provide such information shall provide it directly as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as well as any information required to such Government Entity. The Purchaser shall inform the Seller be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a regular basis timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the contents of communications with the relevant Government Entities. In particularOffer, the Purchaser will not make any notification in relation to Merger and the other transactions contemplated hereunder without first providing the Seller with a copy of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two (2) Business Days of becoming aware thereofAgreement. Notwithstanding the aboveforegoing, (I) the Seller shall makeparties agree that it is Parent’s sole right to devise and implement the strategy for all filings, at its own expensesubmissions, notifications and communications subject to this Section 6.1 and direct all requisite filings matters with any Governmental Body consistent with Parent’s obligations hereunder and (II) Parent and the relevant Government Entities Company may, as it may be required each deems advisable and necessary, reasonably designate any competitively sensitive material provided to by such Government Entities in relation with the other under this Agreement.Section 6.1 as

Filings and Approvals. To (a) Without limiting the extent not yet made before generality of anything contained in this Section 6.1, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and Legal Requirements to consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Body or other Person in connection with the consummation of the Transactions, (ii) promptly, but in no event later than the date that is ten (10) Business Days after the date hereof, except for the China filings (where each Party shall bear the costs of its own filing)file any and all notices, the Purchaser shall make at its expense all requisite filings with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof reports and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, however, that (x) no such information shall be documents required to be provided filed by such party under the Seller if it determines, acting reasonably, that, such information is material HSR Act with respect to the Offer and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if Merger and the transactions contemplated by this Agreement were not completedother Transactions, and (yiii) as promptly as reasonably practicable provide such information as may reasonably be requested by any Governmental Body in connection with the Transactions as well as any such case information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. The Company shall promptly, but in no event later than the Purchaser date that is five (5) calendar days after the date hereof, provide ICANN advance notice of the Transactions and the Seller shall cooperate with a view related “Change of Control” pursuant to establishing a mutually satisfactory procedure for providing such information directly to Section 7.5 of the Government Entity requiring or requesting such informationregistry agreements between ICANN, on the one hand, and the Seller required Acquired Companies, on the other hand, with respect to provide such information shall provide it directly to such Government Entity. The Purchaser shall inform top-level domains owned or otherwise held by the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particularAcquired Companies (collectively, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two (2) Business Days of becoming aware thereof. Notwithstanding the above, the Seller shall make, at its own expense, all requisite filings with the relevant Government Entities as it may be required to by such Government Entities in relation with this Agreement“Registry Agreements”).

Filings and Approvals. To (a) Subject to the extent not yet made before terms and conditions of this Agreement, Parent, Purchaser and the date hereof, except for the China filings Company shall cooperate with each other and use (where each Party shall bear the costs of its own filing), the Purchaser shall make at its expense all requisite filings with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause their respective Subsidiaries to use) reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings provided, however, that (x) no such information shall be required to be provided by the Seller if it determines, acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and hereby as promptly as practicable (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Seller required to provide such information shall provide it directly to such Government Entity. The Purchaser shall inform the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particular, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two the End Date). Without limiting the generality of the foregoing, each party to this Agreement shall (2and shall cause their respective Subsidiaries to) Business Days (i) use reasonable best efforts to prepare and make all filings and obtain as soon as practicable all Consents, waivers and expirations of becoming aware thereofwaiting periods (if any) from any Governmental Body and make all registrations, declarations and filings with, or notices to, Governmental Bodies, in each case, in connection with the Offer and the Merger, that are necessary or required to be obtained in order to consummate the transactions contemplated hereby, and (ii) use reasonable best efforts to give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as soon as practicable each other Consent or waiver (if any) of any third party (other than from any Governmental Body, which are addressed in the preceding clause (i)) specified on Schedule 6.1(a)(ii); provided, that in no event will the Company, Parent or any of their respective Subsidiaries be obligated to (and in no event shall the Company or any of its Subsidiaries, without Parent’s prior written consent) pay or commit to pay, whether prior to or after the Offer Acceptance Time, any fee, penalty or other consideration to any third party to obtain any Consent or waiver pursuant to this Section 6.1. Notwithstanding The Company and Parent will consult and cooperate with one another, and will consider in good faith the aboveviews of one another, in connection with any actions described in this Section 6.1. Subject to applicable Laws relating to the exchange of information, outside legal counsel for each party shall have the right to review in advance and, to the extent practicable, outside legal counsel for each party will consult with the other party’s outside legal counsel on and consider in good faith the views of the other party’s outside legal counsel in connection with all of the information relating to such party, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Offer, the Seller Merger and the other transactions contemplated hereby; provided however that such sharing of information with respect to the HSR Notification Form shall makebe governed by Section 6.1(c). In exercising the foregoing rights, at its own expense, all requisite filings with each of the relevant Government Entities Company and Parent and their respective outside legal counsel shall act reasonably and as it may be required to by such Government Entities in relation with this Agreementpromptly as practicable.

Filings and Approvals. To The Purchaser and the extent not yet made before Seller shall, as promptly as practicable, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by any of them pursuant to applicable Laws in connection with the date hereofconsummation of the transactions contemplated by this Agreement, except for including, if necessary, those required by the China filings Competition Act (where each Party shall bear the costs of its own filingCanada), the EC Merger Regulation, the U.S. Hxxx Sxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the “Antitrust Approvals”). The Purchaser and the Seller shall make at its expense each be responsible for half of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all requisite other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or requested to be provided to or by any Government Entity in connection with the relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of the date hereof and shall promptly answer to any request for information from said authorities. The Seller shall and shall cause the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for the purpose of preparing such filings transactions contemplated by this Agreement; provided, however, that (x) no such information shall be required to be provided by the Purchaser or the Seller to the other if it the Person required to provide such information determines, acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Seller Person required to provide such information shall provide it directly to such Government Governmental Entity. The Purchaser , unless competitively sensitive information, in which case it shall inform be provided directly to such Governmental Entity by the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particular, the Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy possessor of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, and shall consider and take account of all reasonable comments made by the Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two (2) Business Days of becoming aware thereof. Notwithstanding the above, the Seller shall make, at its own expense, all requisite filings with the relevant Government Entities as it may be required to by such Government Entities in relation with this Agreementinformation.