Common use of Filings and Consents Clause in Contracts

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use its reasonable best efforts make all reasonable necessary filings under the HSR Act no later than ten (10) Business Days after the date hereof; (ii) shall use its best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable its best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use its commercially reasonable best efforts to obtain all consents identified or required to be identified on Section 3.06(a) or Section 3.06(b) of the Company Disclosure Schedule or as otherwise required by a Healthcare Law (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable written notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their its affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicableAct; it being agreed that no party shall be under any obligation to divest itself of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto shall (i) shall use all its commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use its commercially reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other partyparty and (iii) timely make all such filings and timely seek all such consents, approvals, permits, authorizations and waivers. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party Parent shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of be responsible for the fees associated with of any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its commercially reasonable efforts to (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time Closing with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time Closing from, Governmental Authorities or other third parties Persons in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist the other parties hereto one another in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authorityparties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party parties with drafts thereof of such application or filing (excluding any confidential information included therein) and afford the other party one another a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors Each of the Surviving Corporation parties shall take promptly furnish all information required to be included in any such necessary actionapplication or filing with any Governmental Authority. Subject to Section 7.05 Each party shall bear its own costs, fees and expenses in all respects, each of Parent and Company shall pay one-half of the fees associated connection with any required notification or filing to be made with or given to, or consent obtained from, any Governmental Authorities Authority or other Person in connection with the Transactions; provided, that in no event will any party be required to incur any costs (other than ordinary legal and professional fees or filing fees), pay any consideration, or offer or grant any accommodation (financial or otherwise) to any third party in connection with making any required notifications or obtaining any consents. Without limiting the foregoing, each of the parties shall use its commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay the consummation of the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable its best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable its best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use its commercially reasonable best efforts to obtain all consents identified or required to be identified on Section 3.06(a) or Section 3.06(b) of the Company Disclosure Schedule or as otherwise required by a Healthcare Law (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable written notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their its affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicableAct; it being agreed that no party shall be under any obligation to divest itself of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto Parties (i) shall use all commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities Entity (including such filings as are required under the HSR Act and payment of required filing fees under the HSR Act, which shall be paid by Parent) or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use all commercially reasonable best efforts to assist the other parties hereto party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting ; provided, however, that in no event shall the foregoing, each Company or any Subsidiary of the parties hereto shall (and shall use its reasonable best efforts Company be required to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance pay prior to each other the Effective Time a material amount in seeking early termination respect of any waiting period under the HSR Act fee, penalty or other consideration to any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation person to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by obtain any such Governmental Authorityconsent approval or waiver without the consent of Parent, such consent not to be unreasonably withheld. Prior to making any application to or filing with any Governmental Authority Entity in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.036.3, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms xxx xxxxs and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on SECTION 4.06(A) or SECTION 4.06(B) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject Each of the Sellers and the Dresser-Rand Group on the one hand, and each of the Buyers on the other hand, shall use their reasonable best efforts to obtain and to cooperate in obtaining any governmental approval or other Consent required in connection with the execution, delivery or performance of this Agreement or the Transaction Agreements. The parties agree to cause to be made all appropriate filings under the HSR Act as promptly as practicable following the date of this Agreement and to diligently pursue termination of the waiting period under such act. The parties agree to take any and all reasonable steps necessary to avoid or eliminate each and every impediment under any Competition/Investment Law that is asserted by any governmental entity with respect to the terms transfer of the Acquired Interests so as to enable the transfer of the Acquired Interests to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and conditions effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses (or otherwise taking or committing to take any action that limits the freedom of action with respect to, or its ability to retain, any businesses, product lines, or assets) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transfer of the Acquired Interests. Buyers agree that the obtaining of required consents and approvals of parties to contracts with members of the Dresser-Rand Group is primarily the responsibility of Buyers and that Buyers shall use their 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 advisable to obtain any consents and approvals of parties to contracts with members of the Dresser-Rand Group as are required in connection with the consummation of the transactions contemplated hereby. Without limiting the foregoing, promptly following the date of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement Sellers and the consummation of the Transactions, and (ii) Buyers shall use reasonable best efforts to assist the other parties hereto undertake that all Laws are complied with in timely making all such filings respect of informing and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each consulting Non-U.S. Employees in respect of the parties hereto shall (transactions contemplated by this Agreement and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the TransactionsFrench Offer Letter.

Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall party will use all its reasonable best efforts to cooperate with one another in determining which filings are required take, or cause to be made taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Merger and the other transactions contemplated by each party prior this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to the Effective Time witheffect all necessary applications, notices, petitions, filings and which other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or authorizations are required advisable to be obtained by each from any third party prior to the Effective Time from, and/or any Governmental Authorities or other third parties Entity in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Merger or any of the other transactions contemplated by this Agreement and (ii) shall use taking all reasonable best efforts steps as may be necessary to assist the other parties hereto in timely making obtain all such filings and timely seeking all such material consents, approvalsclearances, waivers, licenses, registrations, permits, authorizations authorizations, orders and waivers required to be made approvals. In furtherance and obtained by the other party. Without limiting not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any applicable waiting period periods under the HSR Act as soon as practicable. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest other transaction contemplated by this Agreement as violative of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respectsRegulatory Law, each of Parent Acquirer and the Company shall pay one-half cooperate with each other and, if necessary to (I) obtain necessary approval from any Governmental Entity, (II) contest and resist any such action or proceeding, or (III) have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent), Acquirer shall hold separate or divest any immaterial portion of the fees associated with businesses, product lines or assets of the Company or any required filing of its respective Subsidiaries. Nothing in this Agreement shall require Acquirer to be made with hold separate or divest any Governmental Authorities in connection with portion of the Transactionsbusinesses, product lines or assets of Acquirer or any of its respective Subsidiaries.

Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all its commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use its commercially reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable, and use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay consummation of the Merger; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Subject to the provisions of this Section 5.03, none of Parent, Merger Sub and the Company shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign agency responsible for overseeing merger control or competition laws and regulations not to consummate the Transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors Each of the Surviving Corporation Company and Parent shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-bear one half of the fees associated with of any required filing to be made with any Governmental Authorities in connection with the Transactions. The Company shall use commercially reasonable efforts to identify to Parent any Contracts (other than Material Contracts) that would be required to be listed on Schedule 3.06(a) of the Company Disclosure Schedule if such Contracts were Material Contracts or that include employee non-solicitation provisions; provided, that in the case of customer Contracts the Company shall only be obligated to identify Contracts that result in annual service fee revenues in excess of $50,000.

Filings and Consents. Subject to the terms and xxxxx xxd conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliatesAffiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms (a) Except as otherwise set forth in Sections 7.10 and conditions 7.11 of this Agreement, each of Owner, the parties hereto (i) Seller and each Subsidiary, on the one hand, and ICL and the Buyer, on the other hand, shall use all its commercially reasonable best efforts to obtain and to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities obtaining any governmental approval or other third parties Permit required in connection with the execution and execution, delivery or performance of this Agreement or any Transaction Document. The parties agree to cause to be made all appropriate filings under the HSR Act and any applicable Competition/Investment Law within fifteen (15) calendar days following the consummation later of (i) delivery of the Transactions, Consent Order Notification and (ii) shall use reasonable best efforts the date hereof, and to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early diligently pursue termination of any waiting period under such Laws. Any such filings and supplemental information will be in substantial compliance with the requirements of applicable Law. Each of ICL, the Buyer, the Owners, the Seller and the Subsidiaries shall furnish to each other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or and any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party applicable Competition/Investment Law. The parties shall be under any obligation to divest keep each other apprised of the status of any assets communications with, and inquiries or hold separate requests for additional information from, any assets or take any other similar measures in connection Governmental Authority, including the United States Federal Trade Commission ("FTC") and the Antitrust Division of --- the United States Department of Justice (the "Antitrust Division"), and ------------------ shall comply promptly with any demand therefor by such inquiry or request. Each party will use its commercially reasonable efforts to obtain any clearance required under the HSR Act and any applicable Competition/Investment Law for the purchase and sale of the Acquired Assets. Notwithstanding the foregoing and subject to Sections 7.3(b) and (c), nothing contained in this Agreement will require or obligate ICL, the Buyer or their respective Affiliates (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Governmental Authority (including the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on their right to (A) effectively to control or operate the Business, (B) acquire or hold the Business, or (C) exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of ICL, the Buyer, any of their respective Affiliates or the Business. Each Owner and the Seller agrees that no representation, warranty or covenant of ICL or the Buyer in this Agreement shall be breached or deemed breached as a pre-condition to the approval result of the Transactions failure by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03ICL, the proper officers and directors Buyer or any of their respective Affiliates to take any of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 actions specified in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactionspreceding sentence.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with As promptly as practicable after the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide use all commercially reasonable efforts to obtain all Consents (including the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors Consents set forth in Part 2.21 of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any Disclosure Schedule) required filing to be made with obtained (pursuant to any Governmental Authorities applicable Legal Requirement or Contract, or otherwise) by such party in connection with the TransactionsMerger and the other transactions contemplated by this Agreement. The Company and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement (and in any event, within 7 business days thereof), prepare and file the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding or threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding.

Filings and Consents. Subject to (a) Each of Parent and Merger Sub (and their respective affiliates, if applicable), on the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time withhand, and which consentsthe Company, approvalson the other hand, permits or authorizations shall make merger notification filings, at such times as are required to be obtained by each party prior to consistent with its legal counsel’s judgment (but in no event, in the Effective Time fromcase of clause (x) hereof, Governmental Authorities or other third parties in connection with later than twenty (20) Business Days following the execution and delivery of this Agreement) with (x) the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) relating to this Agreement and the consummation of transactions contemplated hereby as required by the TransactionsHSR Act, and (iiy) any foreign Governmental Authority that the parties reasonably determine are necessary to be made under any other Antitrust Laws. Each of Parent and the Company shall use reasonable best efforts to assist (i) cooperate and coordinate with the other parties hereto in timely the making all such of any filings and timely seeking all such consents, approvals, permits, authorizations and waivers or submissions that are required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation applicable Laws or Orders or requested to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor be made by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreementthe Transactions, each party shall provide (ii) supply the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated its outside counsel with any information that may be required filing to be made with or requested by any Governmental Authorities Authority in connection with such filings or submissions, and (iii) use all reasonable efforts to cause the expiration or termination of the applicable waiting periods under any applicable Laws or Orders as soon as reasonably practicable. If and to the extent necessary to consummate and make effective the Transactions, to resolve objections, if any, as the FTC, the DOJ, or any other Governmental Authority may assert under any applicable Laws or Orders with respect to the Transactions, and/or to avoid or eliminate each and every impediment under any Law or Order that may be asserted by the FTC, the DOJ or any other Governmental Authority with respect to the Transactions so as to enable consummation of the Transactions in the most expeditious manner practicable, Parent, the Company and their respective Subsidiaries shall promptly (and in any event on or before six (6) months from the date of this Agreement) agree to any sale, divestiture, license or other disposition of any business, product line or asset of the Company that is not, taken as a whole or individually, in the Parent’s reasonable judgment, material to the Company’s business (including any hold separate order related to such sale, divestiture, license or disposition), and the imposition of any restriction or limitation on the ability of any of them to own or exercise control of such non-material business, product line or asset of the Company (any such sale, divestiture, license, disposition, hold separate, restriction or limitation, a “Non-Material Divestiture”), and shall consummate any such Non-Material Divestiture in the most expeditious manner practicable (and in any event on or before the Expiration Date, consistent with Section 7.02(b)). Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require (i) Parent and/or Merger Sub (or their affiliates, if applicable) to sell, divest, license, dispose of, hold separate, restrict or otherwise limit any of their own businesses, product lines or assets or (ii) Parent, Merger Sub or the Company to sell, divest, license, dispose of, hold separate, restrict or otherwise limit any business, product line or asset of the Company which is, taken as a whole or individually, in the Parent’s reasonable judgment, material to the Company’s business.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (ia) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each Each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist file, as soon as practicable after the Agreement Date, all notices, reports and other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers documents required to be made and obtained filed by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no such party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition Entity with respect to the approval of the Transactions Share Purchase and other Transactions, and to submit promptly any additional information requested by any such Governmental AuthorityEntity. Prior The Company, Seller and Acquirer shall respond as promptly as practicable to making any application inquiries or requests received from any such Governmental Entity. Subject to the confidentiality provisions of the Confidentiality Agreement, Acquirer and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 6.1. Except where prohibited by Applicable Law or filing any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, the Company shall: (i) cooperate with Acquirer with respect to any filings with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be Entity made with any Governmental Authorities by Acquirer in connection with the Transactions.; (ii) permit Acquirer to review (and consider in good faith the views of Acquirer in connection with) any documents before submitting such documents to any Governmental Entity in connection with the Transactions; (iii) inform Acquirer of any payments, fees or penalties by any Governmental Entity in connection with any such filings, and to the extent feasible, not make such payment until it has received Acquirer's consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed); and (iv) promptly provide Acquirer with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted by the Company with or to any Governmental Entity in connection with the Transactions. Except where prohibited by Applicable Law or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, Acquirer shall: (i) cooperate with the Company and Seller with respect to any filings with any Governmental Entity made by the Company and/or Seller in connection with the Transactions; (ii) provide the Company a reasonable opportunity to review (and consider in good faith any comments of the Company in connection with) any documents before submitting such documents to any Governmental Entity in connection with the Transactions; and (iii) promptly provide the Company and Seller with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted by Acquirer with or to any Governmental Entity in connection with the Transactions. 44

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors Each of the Surviving Corporation Company and Infor shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-bear one half of the fees associated with of any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms xx xxx xerms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use all commercially reasonable best efforts to assist the other parties hereto party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its all commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulationsAct, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority Entity as a pre-condition to the approval of the Transactions by any such Governmental AuthorityEntity. Prior to making any application to or filing with any Governmental Authority Entity in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each Each of the Company and Parent and Company shall pay one-bear one half of the fees associated with cost of any required filing to be made with any Governmental Authorities Entities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto Parties (i) shall use all commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party Party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party Party prior to the Effective Time from, with Governmental Authorities (including such filings as are required under the HSR Act and payment of required filing fees under the HSR Act (which shall be shared equally by the Parties), and also including a joint notice under Exon-Xxxxxx to CFIUS as described below with respect to the Merger (the “CFIUS Notice”)) or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, transactions contemplated hereby and (ii) shall use all commercially reasonable best efforts to assist the other parties hereto Party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act Party or any foreign merger control which Parent reasonably deems necessary or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authorityappropriate. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, to the extent the Parties need to collaborate on matters in such filings, each party Party shall provide the other party Party with drafts or relevant portions thereof (excluding any confidential information included therein) and afford the other party Party a reasonable opportunity to comment on such draftsdrafts to the extent needed for the Parties to complete the filings (provided that commercially sensitive materials shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.035.5, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject The Parties shall use commercially reasonable efforts to Section 7.05 in all respects, each of Parent and Company shall pay one-half cooperate so as to file within three (3) Business Days of the fees associated with Execution Date (or such other number of days agreed by the Parties) all filings required under the HSR Act. The Parties shall use commercially reasonable efforts to cooperate so as to file promptly after the Execution Date a draft notice to CFIUS, and five (5) Business Days thereafter (or such other number of days agreed by the Parties) a formal CFIUS Notice and to seek confirmation from CFIUS that (i) the Merger does not fall within the scope of transactions requiring investigation and (ii) it will not propose or impose any required filing to be made with any Governmental Authorities in connection with restrictions or conditions on the TransactionsMerger.

Filings and Consents. Subject to the terms (a) Except as otherwise set forth in Sections 7.10 and conditions 7.11 of this Agreement, each of Owner, the parties hereto (i) Seller and each Subsidiary, on the one hand, and ICL and the Buyer, on the other hand, shall use all its commercially reasonable best efforts to obtain and to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities obtaining any governmental approval or other third parties Permit required in connection with the execution and execution, delivery or performance of this Agreement or any Transaction Document. The parties agree to cause to be made all appropriate filings under the HSR Act and any applicable Competition/Investment Law within fifteen (15) calendar days following the consummation later of (i) delivery of the Transactions, Consent Order Notification and (ii) shall use reasonable best efforts the date hereof, and to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early diligently pursue termination of any waiting period under such Laws. Any such filings and supplemental information will be in substantial compliance with the requirements of applicable Law. Each of ICL, the Buyer, the Owners, the Seller and the Subsidiaries shall furnish to each other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or and any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party applicable Competition/Investment Law. The parties shall be under any obligation to divest keep each other apprised of the status of any assets communications with, and inquiries or hold separate requests for additional information from, any assets or take any other similar measures in connection Governmental Authority, including the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”), and shall comply promptly with any demand therefor by such inquiry or request. Each party will use its commercially reasonable efforts to obtain any clearance required under the HSR Act and any applicable Competition/Investment Law for the purchase and sale of the Acquired Assets. Notwithstanding the foregoing and subject to Sections 7.3(b) and (c), nothing contained in this Agreement will require or obligate ICL, the Buyer or their respective Affiliates (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Governmental Authority (including the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on their right to (A) effectively to control or operate the Business, (B) acquire or hold the Business, or (C) exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of ICL, the Buyer, any of their respective Affiliates or the Business. Each Owner and the Seller agrees that no representation, warranty or covenant of ICL or the Buyer in this Agreement shall be breached or deemed breached as a pre-condition to the approval result of the Transactions failure by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03ICL, the proper officers and directors Buyer or any of their respective Affiliates to take any of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 actions specified in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactionspreceding sentence.

Filings and Consents. Subject (a) Filings. Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, will, to the terms extent required in the reasonable judgment of counsel to Parent and conditions of this Agreement, each of the parties hereto Company: (i) file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act within ten (10) Business Days following the date of this Agreement (such filings shall use all reasonable best efforts to cooperate specifically request early termination of the waiting period); and (ii) promptly file comparable pre-merger notification filings, forms and submissions with one another in determining which filings any Governmental Body that are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties applicable antitrust laws set forth on Schedule 7.3 in connection with the execution and delivery transactions contemplated by this Agreement (with any comparable pre-merger filings to be made as soon as reasonably practicable following the date of this Agreement Agreement). Each of Parent and the consummation Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) promptly supply the other (or cause the other to be supplied) with any information or documents that may be required in order to make such filings; provided, that insofar as any such information or documents are competitively sensitive, such information or documents may be provided directly to the relevant Governmental Bodies or, if required, on an outside counsel-to- counsel basis, in each case on a strictly confidential basis; (C) promptly supply (or cause its respective Affiliates to supply) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Bodies of any other applicable jurisdiction in which any such filing is made; and (D) take all action necessary to (1) cause the expiration or termination of the Transactionsapplicable waiting periods pursuant to the HSR Act and the other applicable antitrust laws set forth on Schedule 7.3 and (2) obtain any required consents pursuant to such antitrust laws applicable to the transactions contemplated by this Agreement as soon as practicable. In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other antitrust laws applicable to the Mergers, Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, will (i) promptly inform the other party of any material communication received from any Governmental Body regarding the transactions contemplated by this Agreement in connection with such filings (and if in writing, furnish the other party with a copy of such communication), (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliatesrespond as promptly as practicable to any request from any Governmental Body for information, directorsdocuments or other materials in connection with the review of the HSR Act filings or the transactions contemplated hereby, officers(iii) provide to the other party, employeesand permit the other party to review and comment in advance of submission, agentsall proposed material correspondence and written communications to any Governmental Body with respect to the transactions contemplated hereby and (iv) not participate in any substantive meeting or discussion with any Governmental Body in respect of investigation or inquiry concerning the transactions contemplated hereby without giving the other party reasonable prior notice of such meeting or discussions and, attorneysexcept as prohibited by Applicable Law or Governmental Body, accountants gives the other party the opportunity to attend and representatives to) consult and fully cooperate participate thereat. If any Party or Affiliate thereof receives a request for additional information or documentary material from the FTC, the DOJ or any Governmental Body with and provide assistance respect to each other in seeking early termination of any waiting period under the transactions contemplated by this Agreement pursuant to the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition antitrust laws applicable to the approval of the Transactions transactions contemplated by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other party Parties, an appropriate response in compliance with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such draftsrequest. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of all filing fees under the fees associated with HSR Act and any required filing other antitrust laws applicable to be made with any Governmental Authorities in connection with the Transactionstransactions contemplated by this Agreement.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all its commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use its commercially reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors Each of the Surviving Corporation Company and Parent shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-bear one half of the fees associated with of any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all its commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use its commercially reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulationsLaws, if applicable; it being agreed , and use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that no party would restrain, prevent or delay consummation of the Merger. Subject to the provisions of this Section 5.03, none of Parent, Merger Sub or the Company shall be under any obligation to divest knowingly impede or delay the termination or expiration of any assets waiting period under the HSR Act or hold separate enter into any assets or take any other similar measures in connection agreement not to consummate the Transactions with any demand therefor by any Governmental Authority as a pre-condition to the approval Federal Trade Commission, the Antitrust Division of the Transactions by United States Department of Justice or any such Governmental Authoritysimilar foreign agency responsible for overseeing merger control or competition Laws, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors Each of the Surviving Corporation Company and Parent shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-bear one half of the fees associated with of any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject Each party shall use reasonable best efforts to file, as soon as practicable after the terms and conditions date of this Agreement, each all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the parties hereto foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file any notifications required under any applicable antitrust or competition laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in connection with antitrust or related matters. Subject to the confidentiality provisions of this Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (iincluding applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 5.1. Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of this Agreement, Parent and the Company shall: (a) cooperate with respect to any filings made in connection with the Merger; (b) permit each other to review (and consider in good faith the views of the other in connection with) any documents before submitting such documents to any Governmental Body in connection with the Merger; and (c) promptly provide each other with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted with or to any Governmental Body in connection with the Merger. Subject to the remainder of this Section 5.1, Parent and the Company shall use all reasonable best efforts to cooperate with one another in determining which take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable. Without limiting the generality of the foregoing, but subject to the remainder of this Section 5.1, each party to this Agreement: (x) shall make all filings are (if any) and give all notices (if any) required to be made and given by each such party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement Merger and the consummation of the Transactions, other transactions contemplated by this Agreement; and (iiy) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers obtain each Consent (if any) required to be made and obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other partytransactions contemplated by this Agreement. Without limiting Notwithstanding anything to the foregoingcontrary contained in this Section 5.1 or elsewhere in this Agreement, each neither Parent nor Merger Sub shall have any obligation under this Agreement, and none of the parties hereto Acquired Companies shall agree or commit (and shall use without the prior written consent of Parent): (i) to divest or agree to divest (or cause any of its reasonable best efforts Subsidiaries or Affiliates or any Acquired Company to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause their affiliatesany of its Subsidiaries or Affiliates or any Acquired Company to take or agree to take) any other action or to agree (or cause any of its Subsidiaries or Affiliates or any Acquired Company to agree) to any limitation or restriction on any of its respective businesses, directors, officers, employees, agents, attorneys, accountants and representatives toproduct lines or assets; or (ii) consult and fully cooperate to contest any Legal Proceeding relating to the Merger or any of the other transactions contemplated by this Agreement. Any filing fees required in connection with and provide assistance to each other in seeking early termination of any waiting period filings under the HSR Act or any foreign merger control other antitrust or competition Laws and regulations, if applicable; it being agreed that no party Legal Requirement with respect to the Merger shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor paid by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the TransactionsParent.

Filings and Consents. Subject to the terms and conditions of this Agreement, each (a) Filings. Each of the parties hereto (i) Company, Parent and Merger Sub shall use all commercially reasonable best efforts to cooperate with one another in determining which filings are file, as soon as practicable after the Agreement Date, all notices, reports and other documents required to be made filed by each such party prior with any Governmental Entity with respect to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of submit promptly any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions additional information requested by any such Governmental AuthorityEntity. Prior The Company, Parent and Merger Sub shall respond as promptly as practicable to making any application inquiries or requests received from any state attorney general, antitrust authority or other Governmental Entity in connection with antitrust or related -57- matters. Subject to the confidentiality provisions of the Confidentiality Agreement, Parent, Merger Sub and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 5.1(a). Except where prohibited by Applicable Law or filing any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, the Company shall: (i) cooperate with Parent or Merger Sub with respect to any filings with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary Entity made by Parent or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities Merger Sub in connection with the Transactions, (ii) subject to the redaction of competitively sensitive information and not including any documents submitted to the Federal Trade Commission and the Department of Justice in response to Item 4(c) or Item 4(d) of the notification and report form under the HSR Act, permit Parent or Merger Sub to review (and consider in good faith the views of Parent or Merger Sub in connection with such review) any documents before submitting such documents to any Governmental Entity in connection with the Transactions, (iii) inform Parent or Merger Sub of any payments, fees or penalties by any Governmental Entity in connection with any such filings, not make such payment until it has received Parent’s or Merger Sub’s consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed) and (iv) promptly provide solely to the outside antitrust counsel of Parent and Merger Sub copies of all filings, notices and other documents (and a summary of any oral presentations) (subject to the redaction of competitively sensitive information at the discretion of Parent or Merger Sub and not including any documents submitted to the Federal Trade Commission and the Department of Justice in response to Item 4(c) or Item 4(d) of the notification and report form under the HSR Act) made or submitted by the Company with or to any Governmental Entity in connection with the Transactions, such filings, notices and other documents which shall not be disclosed by such outside counsel to Employees, officers or directors of Parent or Merger Sub unless express permission is obtained in advance from the Company or its counsel. Except where prohibited by Applicable Law or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, Parent and Merger Sub shall: (i) cooperate with the Company, the Seller Agent and the Stockholders with respect to any filings with any Governmental Entity made by the Company, the Seller Agent and/or the Stockholders in connection with the Transactions, (ii) provide the Company and, if after the Closing, the Seller Agent a reasonable opportunity to review (and consider in good faith any comments of the Company and the Seller Agent in connection with) any documents before submitting such documents to any Governmental Entity in connection with the Transactions and (iii) promptly provide solely to the outside antitrust counsel of the Company copies of all filings, notices and other documents (and a summary of any oral presentations) (subject to the redaction of competitively sensitive information at the discretion of the Company and not including any documents submitted to the Federal Trade Commission and the Department of Justice in response to Item 4(c) or Item 4(d) of the notification and report form under the HSR Act) made or submitted by Parent or Merger Sub with or to any Governmental Entity in connection with the Transactions, such filings, notices and other documents which shall not be disclosed by such outside counsel to Employees, officers or directors of the Company unless express permission is obtained in advance from Parent or Merger Sub or their counsel.

Filings and Consents. Subject to As promptly as practicable after the terms and conditions execution of this Agreement, each of the parties hereto party to this Agreement (ia) shall use make all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, (if any) and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and give all notices (iiif any) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained given by such party in connection with the Merger and the other partytransactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the parties hereto Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Legal Proceeding, and shall use its reasonable best efforts (3) promptly inform the other party of any communication to cause their affiliatesor from the Federal Trade Commission, directors, officers, employees, agents, attorneys, accountants the Department of Justice or any other Governmental Body regarding the Merger. The Company and representatives to) Parent will consult and fully cooperate with one another, and provide assistance will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control other federal or competition Laws and regulationsstate antitrust or fair trade law. In addition, if applicable; it being agreed that no party shall except as may be under prohibited by any obligation to divest of Governmental Body or by any assets or hold separate any assets or take any other similar measures Legal Requirement, in connection with any demand therefor by any Governmental Authority as a pre-condition Legal Proceeding under or relating to the approval HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Transactions by Company and Parent agrees to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Governmental Authority. Prior Legal Proceeding and to making any application have access to or filing with any Governmental Authority and be consulted in connection with this Agreementany document, each party opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. The Company and Parent shall provide the other party with drafts thereof (excluding any confidential information included thereinupon request) and afford promptly deliver to the other party a reasonable opportunity to comment on copy of each such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respectsfiling made, each of Parent such notice given and each such Consent obtained by the Company shall pay oneor Parent, as the case may be, during the Pre-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the TransactionsClosing Period.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (ia) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each Filings. Each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliatesfile, directorsas soon as practicable after the Agreement Date, officersall notices, employeesreports and other documents required to be filed by such party with any Governmental Entity with respect to the Share Issuance, agentsthe Secondary Share Purchase and the other Contemplated Transactions, attorneysand to submit promptly any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, accountants Purchaser and representatives to) consult the Company shall, promptly after the Agreement Date, prepare and fully cooperate file any notification or other document required to be filed under any applicable antitrust or competition-related Legal Requirement in connection with the Share Issuance, the Secondary Share Purchase and provide assistance the other Contemplated Transactions (it being understood and agreed that any filing with CCI will be made solely by Purchaser). Purchaser and the Company shall respond as promptly as practicable to each other in seeking early termination of any waiting period under inquiries or requests received from the HSR Act or CCI, any attorney general, foreign merger control antitrust or competition Laws and regulationsauthority or other Governmental Entity in connection with antitrust or other regulatory matters. At the request of Purchaser, if applicable; it being agreed that no party the Company shall be under any obligation to divest of any assets or divest, sell, dispose of, hold separate any assets or take any other similar measures action with respect to any of the businesses, product lines or assets of the Acquired Companies, provided that any such action is conditioned upon the consummation of the Share Issuance and the Secondary Share Purchase. Subject to the confidentiality provisions of the Confidentiality Agreement, Purchaser and the Company shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 5.1(a). Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement: (i) the Company shall: (A) not take any position with respect to any filing (including any application) or submission made pursuant to this Section 5.1(a) without Purchaser’s prior written consent; (B) permit Purchaser to review and discuss in advance, and consider in good faith the views of Purchaser in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity in connection with any demand therefor Legal Proceeding related to this Agreement or any of the Contemplated Transactions (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (C) coordinate with Purchaser in preparing and exchanging such information; and (D) promptly provide Purchaser (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by the Company with or to any Governmental Authority as a pre-condition Entity related to the approval this Agreement or any of the Transactions Contemplated Transactions; and (ii) Purchaser shall, if requested by the Company, consult with the Company (A) prior to taking a position before a Governmental Entity with respect to any such Governmental Authority. Prior filing or submission required pursuant to making any application to or filing with any Governmental Authority this Section 5.1(a) and (B) in connection with this Agreementany analyses, each party shall provide the other party with drafts thereof (excluding appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject foregoing to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities Entity in connection with any Legal Proceeding related to this Agreement or any of the Transactions.Contemplated Transactions (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement). (b)

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each Each of Parent the Company and Company Melita shall pay one-bear one half of the fees associated with of any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all commercially reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use all commercially reasonable best efforts to assist the other parties hereto party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its all commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulationsAct, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority Entity in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each Each of the Company and Parent and Company shall pay one-bear one half of the fees associated with cost of any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 3.06(a) of the Company Disclosure Schedule (provided, however that Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliatesAffiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.

Filings and Consents. Subject to the terms tx xxx xxxms and conditions of this Agreement, each of the parties hereto (i) shall use all reasonable best efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the Transactions.