Common use of Regulatory and Other Authorizations; Consents Clause in Contracts

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Act.

Regulatory and Other Authorizations; Consents. (aa)Buyer shall, and shall cause its Affiliates to, take any and all reasonable steps to (i) Each party hereto shall use all commercially reasonable efforts to promptly obtain all authorizationsGovernmental Approvals that may be, consentsor become, orders necessary for the execution and approvals delivery of, and to give all notices to and make all filings withperformance of its obligations pursuant to, all Governmental Entities the Transaction Agreements (including but not limited the consummation of the transactions contemplated thereby), and to those pertaining furnish promptly any additional information and documentary material that may be requested by a Governmental Authority (including to promptly make available any information and appropriate personnel in response to any queries made by a Governmental Authority, which may include information regarding this Agreement, Buyer’s capabilities as the Governmental Approvalspotential purchaser of the Transferred Assets or other matters), (ii) promptly secure the issuance, reissuance or transfer of all licenses and other third parties permits that may be or become necessary for its execution to operate the Business following the Closing; (iii) take all such actions as may be requested by any such Governmental Authority to obtain such Governmental Approvals, licenses and delivery permits and (iv) avoid the entry of, and or effect the performance dissolution of, any permanent, preliminary or temporary Governmental Order, that would otherwise have the effect of its obligations pursuant to preventing or materially delaying the consummation of the transactions contemplated by this Agreement and Agreement. Seller will cooperate fully with the other party reasonable requests of Buyer in seeking promptly seeking to obtain all such authorizationsGovernmental Approvals and the issuance, consents, orders reissuance or transfer of such licenses and approvals, giving such noticespermits. Buyer shall, and making such filings. To the extent shall cause its Affiliates to, pay all fees or make other payments required by the HSR Actapplicable Law to any Governmental Authority in order to obtain any such Governmental Approvals, each of the parties hereto shall licenses and permits, except for any and all past due amounts that were either (i) file due and payable prior to or cause to be filedon the Closing Date, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (yii) are a result, whether direct or indirect, of Seller’s failure to timely, and fully, pay such later date fees or other payments as a change required by Applicable Law that become due and payable prior to or on the Closing Date, including any penalties, fees or interest. Buyer shall not undertake any actions that would reasonably be likely to have the effect of circumstances causes such a filing to be required, with preventing or materially delaying the Federal Trade Commission and the United States Department consummation of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Act.

Regulatory and Other Authorizations; Consents. (a) Each party hereto of Parent and Buyer shall use all commercially reasonable efforts efforts, and shall cause their respective Affiliates to use commercially reasonable efforts, to (i) promptly obtain all authorizationsConsents, consents, orders Permits and approvals of, and to give Orders of all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties Government Authorities that may be be, or become become, necessary or appropriate for its execution and delivery of, and the performance of its obligations pursuant to, the Parent Transaction Agreements (including the consummation of the Parent Transactions) and the Buyer Transaction Agreements (including the consummation of the Buyer Transactions) (collectively, the “Government Approvals”) and all applicable consents required by the NASDAQ Rules for the Stock Issuance, (ii) promptly secure the issuance, reissuance or transfer of all licenses and Permits, including Environmental Permits, that may be or become necessary or appropriate to this Agreement operate the Business following the consummation of the Transactions; (iii) take all such actions as may be requested by any such Government Authority to obtain such Government Approvals, licenses and Permits and (iv) avoid the entry of, or effect the dissolution of, any permanent, preliminary or temporary Order, that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Seller will cooperate fully with the other party reasonable requests of Buyer and Parent in seeking promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission Government Approvals and the United States Department issuance, reissuance or transfer of Justicesuch licenses and Permits, all reports and other documents provided that such required efforts shall not include any obligation to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with agree to or cause to be complied with implement any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination divestiture of any applicable waiting period under assets or business operations, or any restraint or limitation upon the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Actbusiness operations of Buyer, Parent or Seller.

Regulatory and Other Authorizations; Consents. (a) Each party hereto of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the date hereof (and, in the case of such filings, applications and notifications, in no event later than January 12, 2018) make all filings, applications, registrations and notifications with each Governmental Authority, and use all commercially its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties , in each case, that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements (including the issuance and repayment of the Closing Date Surplus Note, if any, the Extraordinary Dividend and the True-Up Dividend) and (ii) subject to Section 7.03(b), use reasonable best efforts to take such actions as may be required or requested by any applicable Governmental Authorities or as may otherwise be necessary in order to obtain such Governmental Approvals, including by (A) seeking to prevent the initiation of, and defending any Action challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby and thereby, (B) promptly providing to a Governmental Authority any non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements, (C) avoiding the entry of, or causing to be lifted or rescinded, any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement and will the other Transaction Agreements and (D) complying with any conditions imposed by any Governmental Authority to its approval of the transactions contemplated by this Agreement or any other Transaction Agreement. In accordance with Section 14.02, each party shall bear its own costs and expenses for obtaining its respective regulatory approvals; provided, that Seller shall bear all costs and expenses related to any Action brought against Buyer, Seller, the Acquired Companies or any of their Affiliates or Representatives after public announcement of this Agreement but prior to the Closing by a shareholder of HFSG, a holder of any HLI Notes or policyholder or creditor of an Acquired Company or any of its Affiliates seeking damages or equitable relief as a result of this Agreement or the announcement thereof. The parties shall cooperate fully with the reasonable requests of each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Neither Seller nor Buyer shall take any action that they should be reasonably aware would have the effect of delaying, giving such notices, and making such filings. To impairing or impeding the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination receipt of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR ActGovernmental Approvals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all its commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement and (b) obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to to, this Agreement and including, without limitation, those consents set forth in Section 4.11(b) of the Company Disclosure Schedule. Each party will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent In connection with obtaining such consents from third parties, neither party shall be required by the HSR Actto make payments, each commence litigation or agree to modifications of the parties hereto terms thereof (other than payments and modifications which individually, and in the aggregate, are immaterial), and no material modification shall (i) file be made to any contract, agreement or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) other commitment of any Group Entity without the execution and delivery prior written consent of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this AgreementParent. Each party hereto agrees to request, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as soon as practicable following the date hereof and to cooperate with the other party or parties in requesting, early termination of supply promptly any applicable waiting period under additional information and documentary material that may be requested pursuant to the HSR Act. Savia shall pay The parties hereto agree not to take any action that will have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals. Prior to making any application or filing fees payable with any Governmental Authority or other person or entity in connection with this Agreement, the filings Company, on the one hand, and Parent, on the other hand, shall provide the other with drafts thereof and afford the other a reasonable opportunity to comment on such drafts. Without limiting the generality of the preceding sentences, each of Parent and the Company agrees to cooperate and use all commercially reasonable efforts to vigorously contest and resist any action, suit, proceeding or claim, and to have vacated, lifted, reversed or overturned any injunction, order, judgment or decree (whether temporary, preliminary or permanent), that delays, prevents or otherwise restricts the consummation of the Merger or any other transaction contemplated by the parties this Agreement, and to take any and all actions as may be required by Governmental Authorities as a condition to the HSR Actgranting of any such necessary approvals or as may be required to avoid, vacate, lift, reverse or overturn any injunction, order, judgment, decree or regulatory action (provided, however, that in no event shall any party hereto take, or be required to take, any action that would have a Material Adverse Effect on Parent or the Group Entities). Notwithstanding the foregoing, in no event shall Parent be required at any time from the date hereof through and following the Effective Time to dispose of the assets, or divest the businesses, of Parent, any Group Entity or any of their respective Affiliates.

Regulatory and Other Authorizations; Consents. (a) Each party hereto of the Buyer and the Sellers shall use all commercially reasonable its best efforts to obtain all authorizationsavoid or eliminate each and every impediment under any antitrust, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties competition or trade regulation law that may be asserted by any Government Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur prior to the End Date (or become necessary for sooner, if practicable), including, without limitation, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of the Business or the Transferred Assets and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s freedom of action with respect to, or its execution and delivery ability to retain, one or more of the businesses, product lines or assets of any of the Sellers, Altair U.S. or of the Business, in each case as may be required in order to avoid the entry of, and or to effect the performance dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of its obligations preventing or materially delaying the Closing (any such actions of Buyer pursuant to this Agreement sentence, the “Requested Actions”). Buyer’s obligations to take the Requested Actions pursuant to the previous sentence are subject only to a limitation that these actions would not have, or be reasonably likely to have, (i) a material adverse effect on the assets, liabilities, financial condition or results of operations of the Business, taken as a whole, or (ii) a material adverse effect on the assets, liabilities, financial condition or results of operations of Buyer and its Subsidiaries, taken as a whole, in any such case, after giving effect to the transactions contemplated hereby. The Sellers will cooperate fully with the other party reasonable requests of the Buyer in promptly seeking to obtain all such authorizations, consents, orders and approvals. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, giving such notices, and making such filings. To impairing or impeding in any material respect the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination receipt of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Actapprovals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto Buyer and Seller shall use all commercially their respective reasonable best efforts to obtain (i) obtain, as expeditiously as possible and not later than December 27, 2012 (or if not obtained by such date, as expeditiously as possible thereafter), all authorizationsGovernmental Approvals that may be, consentsor become, orders necessary for the execution, delivery and approvals performance of, and to give all notices to and make all filings withconsummation of the transactions contemplated by, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and the Ancillary Agreements, (ii) resolve, as expeditiously as possible and not later than December 27, 2012 (or if not obtained by such date, as expeditiously as possible thereafter), such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement and the Ancillary Agreements under the HSR Act and any other Law in any relevant jurisdiction, (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including, by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or by the Ancillary Agreements) and (iv) promptly secure the issuance, reissuance or transfer of all Permits necessary to operate the Business in compliance with Law. Seller and Buyer will cooperate fully with the reasonable requests of the other party in seeking promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals and the issuance, giving such notices, and making such filings. To reissuance or transfer (to the extent required permitted by Law) of Permits. Neither Buyer nor Seller shall take any action that would reasonably be expected to have the HSR Acteffect of delaying, each of impairing or impeding the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination receipt of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Actauthorizations, consents, waivers, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto Subject to the terms and conditions set forth in this Agreement, each of the Parties shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to compliance with applicable Law) to promptly take, or cause to be taken, all commercially reasonable efforts actions, and to obtain promptly do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including (i) promptly obtaining all authorizations, consents, orders and approvals ofOrders, approvals, licenses, Permits, and to give waivers of all notices to Government Authorities and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate (collectively, the “Government Approvals”), (ii) cooperating fully with the other party Party in promptly seeking to obtain all such authorizations, consents, orders and Orders, approvals, giving licenses, Permits and waivers, (iii) providing such noticesother information to any Government Authority as such Government Authority may lawfully request in connection herewith and (iv) obtaining all consents, approvals or waivers from third parties that are (A) necessary to consummate the Transactions or (B) disclosed in the Disclosure Schedules; provided, that, notwithstanding the foregoing, none of Seller, any Subsidiary of Seller or Buyer or any Subsidiary of Buyer shall be required to make any payments or concessions in connection with the fulfillment of its obligations in this Section 6.04(a)(iv) and that neither Seller nor any of its Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such necessary consents, approvals or waivers without the prior written consent of Buyer. As promptly as Buyer deems advisable (after consulting with, and making such filings. To considering in good faith the extent required by views of Seller) following the Agreement Date, but no later than sixty (60) days after the Agreement Date, each Party shall make its respective filing, if necessary, pursuant to the HSR Act, each of Act with respect to the parties hereto Transactions and shall (i) file or cause to be filed, supply as promptly as reasonably practicable but in no event later than 15 days after (x) thereafter to the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with appropriate Government Authorities any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so and documentary material that the waiting period applicable may be requested pursuant to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay Each Party agrees to make as promptly as Buyer deems advisable (after consulting with, and considering in good faith the filing fees payable in connection with views of Seller) its respective filings and notifications, if any, under any other applicable Regulatory Law, and to supply as promptly as reasonably practicable to the filings by appropriate Government Authorities any additional information and documentary material that may be requested pursuant to the parties required by the HSR Actapplicable Regulatory Law.

Regulatory and Other Authorizations; Consents. (a) Each party hereto Subject to the terms and conditions set forth in this Agreement, each of the Parties shall, and shall cause each of its Affiliates to, use its reasonable best efforts (subject to compliance with applicable Law) to promptly take, or cause to be taken, all commercially reasonable efforts actions, and to obtain promptly do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable permitted by applicable Laws, including Antitrust Laws, to consummate and make effective the Transactions, including (i) promptly obtaining all authorizations, consents, orders Orders, approvals, licenses, Permits and approvals waivers of, and to give all notices to and make all filings withor the expiration or termination of waiting periods from, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) Government Authorities and other third parties officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate or the consummation of the Transactions (collectively, the “Government Approvals”), (ii) cooperating fully with the other party Party in promptly seeking to obtain all Government Approvals, (iii) providing such authorizations, other information to any Government Authority as such Government Authority may request in connection herewith and (iv) obtaining all consents, orders and approvalsapprovals or waivers from third parties that are necessary to consummate the Transactions; provided that, giving such noticesnotwithstanding the foregoing, and making such filingsneither Seller nor any Subsidiary of Seller shall be required to make any payments, financial accommodations or concessions (other than advisory fees or other ancillary expenses) in connection with the fulfillment of its obligations in this Section 6.04(a). To the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as As promptly as practicable but following the Agreement Date (with respect to each Government Approval set forth on Schedule 6.04(a), in no event later than 15 days after the corresponding date set forth on Schedule 6.04(a), which may be extended following Seller’s prior written consent (xwhich shall not be unreasonably withheld, delayed or conditioned)), each Party shall make its respective filing, if necessary, pursuant to the applicable Antitrust Law set forth on Schedule 6.04(a) with respect to the execution Transactions and delivery shall supply as promptly as reasonably practicable thereafter to the appropriate Government Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law. Each of this Agreement or the Parties shall cooperate with one another in good faith to (yi) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents promptly determine whether any filings not set forth on Schedule 6.04(a) are required to be filed by such party made, and whether any other Government Approval not set forth on Schedule 6.04(a) is required to be obtained, from any Government Authority under any applicable Laws, including Antitrust Laws, in connection with the HSR Act concerning the transactions contemplated hereby Transactions, and (ii) promptly comply with or cause make any filings, furnish information required in connection therewith and seek to obtain timely any such Government Approval that the parties determine are required to be complied with any requests by the Federal Trade Commission made or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable obtained in connection with the filings by Transactions. Buyer shall be responsible for the parties required by the HSR Actpayment of all filing fees under any Antitrust Law.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all commercially reasonable efforts to obtain all authorizations, consents, orders of Parent and approvals ofthe Company shall, and to give all notices to shall cause each of its applicable Affiliates to, as soon as reasonably practicable following the date hereof (and in no event later than fourteen (14) calendar days after the date hereof) make all filings withfilings, all applications and notifications with each Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties Authority that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement. In furtherance of and without limiting the foregoing, the “Form A” Acquisition of Control Statement (including the business plan and projections relating thereto) filed by Parent with the Connecticut Insurance Department shall be substantially in the form set forth in Schedule 6.03(a). Subject to the terms and conditions of this Agreement, the parties hereto shall, and shall cause their respective Affiliates to, use their reasonable best efforts to (i) take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply promptly with all legal and regulatory requirements which may be imposed on such party with respect to the consummation of the transactions contemplated by this Agreement and, subject to the conditions set forth in Article IX, to consummate the Merger, (ii) obtain (and to cooperate with each other party hereto to obtain) as promptly as practicable all Governmental Approvals that may be or become necessary for the performance of the obligations pursuant to this Agreement and will the consummation of the transactions contemplated hereby, including by promptly providing (following a reasonable opportunity for consultation) to a Governmental Authority any non-privileged information (including documents) requested by such Governmental Authority in connection with such Governmental Approvals, and (iii) take all other steps necessary or appropriate to ensure that the conditions precedent to such party’s obligation to consummate the Closing set forth in Article IX are satisfied not later than the Outside Date. The actions required by this Section 6.03(a) shall not include the acceptance by Parent or any of its Affiliates (other than the Company or any other Target Company) of any requirement to make a contribution of capital to or provide a capital maintenance arrangement for the benefit of the Company or any other Target Company. In accordance with Section 12.01, each party shall bear its own costs and expenses for obtaining its respective regulatory approvals, except that Parent shall have responsibility for the filing fees under the HSR Act. The parties shall cooperate fully with the reasonable requests of each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. From the date hereof through (and giving effect to) the Closing, giving such noticesParent and Merger Sub shall not, and making shall cause Xxxxxx Investments, LLC and each other entity listed as an “Applicant” in the “Form A” Acquisition of Control Statement set forth in Schedule 6.03(a) (the “Form A Applicants”) not to, make any change in its direct or indirect ownership or governance structure as set forth in Schedule 6.03(a) that would result in any Person other than the Form A Applicants being required to be listed as an “Applicant” in the “Form A” Acquisition of Control Statement filed with the Connecticut Insurance Department or otherwise require any amendment to such filings. To “Form A” Acquisition of Control Statement that would reasonably be expected to have the extent required effect of materially delaying, impairing or impeding the receipt of the approval of such “Form A” Acquisition of Control Statement by the HSR ActConnecticut Insurance Department. Without limiting the generality of the previous sentence, each from the date hereof through (and giving effect to) the Closing, Parent shall cause Xxxxxx Investments, LLC not to have any owner of 10% or more of its voting LLC interests other than XXX Xxxxxx Holdings, LLC. Subject to the foregoing provisions of this Section 6.03(a), none of the parties hereto shall (i) take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Governmental Approvals that are necessary for the consummation of the Merger. Parent shall not, and shall cause its Affiliates not to, at any time prior to the Closing, file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply any application with or cause request for approval or non-disapproval by any Governmental Authority with respect to be complied with any requests by inter- affiliate transaction between any of the Federal Trade Commission or Insurance Companies, on the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to requestone hand, and to cooperate with Parent or any of its Affiliates, on the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Acthand.

Regulatory and Other Authorizations; Consents. (a) Each party hereto The parties (i) shall as soon as reasonably practicable following the date hereof make all filings, applications and notifications with, and use all their commercially reasonable efforts to promptly obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, of all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties Authorities that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of, the transactions contemplated by, the Transaction Agreements, and (ii) shall take all actions as may be required or requested by any applicable Governmental Authorities or as may otherwise be necessary in order to this Agreement obtain such authorizations, consents, orders and approvals, including by (A) seeking to prevent the initiation of, and defending any Action challenging the Transaction Agreements or the consummation of the transactions contemplated hereby and thereby, (B) the prompt provision to a Governmental Authority of non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements and (C) avoiding the entry of, or causing to be lifted or rescinded any Governmental Order entered by any Governmental Authority adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Agreements. In furtherance and not in limitation of the foregoing, each party hereto agrees to, and to cause each of its Affiliates to, (x) make the appropriate and complete filings required of Acquiror and its Affiliates and its and their Representatives pursuant to the HSR Act, if applicable, and with the insurance regulatory authority of the State of Texas with respect to the transactions contemplated hereunder within ten (10) Business Days of the date hereof and (y) make all other filings required pursuant to other applicable Law with respect to the transactions contemplated by the Transaction Agreements as promptly as practicable. The parties will cooperate fully with the reasonable requests of each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Sellers and Acquiror shall not take any action that they should be reasonably aware would have the effect of delaying, giving such notices, and making such filings. To impairing or impeding the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination receipt of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Actsuch authorizations, consents, orders and approvals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent required by the HSR Act, each of the parties hereto shall use its commercially reasonable efforts to (i) file take, or cause to be filedtaken, as promptly as practicable but all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any Requirement of Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in no event later than 15 days after (x) connection with the authorization, execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department consummation of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby hereby, including the Seller Consents and Notices, and (iiiii) promptly comply make all filings and give any notice, and thereafter make any other submissions either required or reasonably deemed appropriate by each of the parties, with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable respect to this Agreement and the transactions contemplated hereby required under the HSR Act shall expire as soon as practicable after the execution any Requirement of Law, including applicable securities and delivery antitrust Requirements of this Agreement. Each party hereto agrees to requestLaw, and to cooperate with the other party or parties in requesting, early termination rules and regulations of any applicable waiting period under stock exchange on which the HSR Act. Savia shall pay the filing fees payable in connection with the filings by securities of any of the parties required by are listed or traded. Commercially reasonable efforts shall not obligate the HSR ActSeller or the Purchaser to make or offer to make any payments to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders.

Regulatory and Other Authorizations; Consents. (a) Each party hereto The Sellers and the Acquiror shall cooperate and use all commercially their respective reasonable best efforts to obtain (i) obtain, as expeditiously as possible and not later than the End Date, all authorizationsGovernmental Approvals that may be, consentsor become, orders necessary for the execution, delivery and approvals performance of, and to give all notices to consummation of the transactions contemplated by, the Transaction Agreements, (ii) resolve, as expeditiously as possible and make all filings withnot later than the End Date, all such objections, if any, as may be asserted by any Governmental Entities (including but not limited to those pertaining Authority with respect to the Governmental Approvalstransactions contemplated by the Transaction Agreements under any Law in any relevant jurisdiction, (iii) and other third parties that may be or become necessary for its execution and delivery avoid the entry of, and or effect the performance dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of its obligations pursuant preventing or materially delaying the consummation of the transactions contemplated by the Transaction Agreements, provided that the Acquiror shall not be required to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or by the other Transaction Agreements, and (iv) promptly secure the issuance, reissuance or transfer of all Environmental Permits necessary to operate the Business in compliance with Environmental Law, a list of which is provided in Section 5.05 of the Disclosure Letter. The Sellers will cooperate fully with the other party reasonable requests of the Acquiror in seeking promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals and the issuance, giving such noticesreissuance or transfer of Environmental Permits. For purposes of this Section 5.05, and making such filings. To “reasonable best efforts” shall not require the extent required Acquiror to commit to or effect, by consent decree, hold separate orders, trust, or otherwise, the HSR Act, each sale or disposition of any of its assets or businesses or all or any part of the parties hereto shall (i) file Business, whether at the request of a Governmental Authority or cause otherwise, if the effect of such consent decree, hold separate order, trust, sale or disposition would materially impact the expected benefits to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning Acquiror from the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by hereby, taking into account the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination impact of any applicable waiting period under such consent decree, hold separate order, trust, sale or disposition. Neither the HSR Act. Savia Acquiror nor the Sellers shall pay take any action that would reasonably be expected to have the filing fees payable in connection with effect of materially delaying, impairing or impeding the filings by the parties receipt of any required by the HSR Actauthorizations, consents, waivers, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto The Acquiror and the Seller shall, and the Seller shall cause the Companies to, use all their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to (i) promptly obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, of all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and Authorities or any other third parties Person that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements, (ii) within 20 Business Days following the date hereof or as soon as reasonably practicable thereafter, file, or cause to be filed or submitted to such Governmental Authorities (including state departments of insurance or similar Governmental Authorities) all notices, applications, documents and other materials necessary in connection with the consummation of such transactions; provided, however, that the (Change of Control) Form A application required to be filed by the Acquiror with the South Carolina Department of Insurance in respect of KIC shall be filed within twenty-five Business Days of the date of this Agreement Agreement, and (iii) take such commercially reasonable actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals. The Seller and the Acquiror each will cooperate fully with the reasonable requests of the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. As necessary to obtain the approval of the South Carolina Department of Insurance and any other Governmental Authority, giving such notices, the Seller and making such filings. To the extent required Acquiror agree to negotiate in good-faith with respect to any conditions or requirements 34 proposed by the HSR Act, each South Carolina Department of Insurance or other Governmental Authority in respect of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a proposed change of circumstances causes control of KIC or other filings and ultimately to accept any such conditions or requirements necessary to obtain a filing to required approval unless they, individually or in the aggregate with such other conditions or requirements that may be requiredproposed, with constitute a Burdensome Condition. Neither the Federal Trade Commission and Seller nor the United States Department Acquiror shall take any action that it should be reasonably aware would have the effect of Justicedelaying, all reports and other documents required to be filed by such party under impairing or impeding the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination receipt of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Actapprovals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all commercially reasonable efforts to expeditiously obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Buyer shall take the responsibility for the preparation, filing and prosecution of any Governmental Approvals required to be obtained in the name of any of the Midstream Companies, and shall give Seller a reasonable opportunity to approve (which approval shall not be unreasonably withheld) any such filings and to participate in any such prosecutions. To the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be requiredAgreement, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia Buyer shall pay the filing fees payable in connection with the filings by the parties required by the HSR Act.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all its commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement, and (b) obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to to, this Agreement and including, without limitation, those consents set forth in Section 4.10(b) of the Company Disclosure Schedule or otherwise contemplated by this Agreement. Each party will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To In connection with obtaining such consents from third parties, no party shall be required to make payments, commence litigation or agree to modifications of the extent terms thereof (other than payments and modifications which individually, and in the aggregate, are immaterial), and no material modification shall be made to any contract, agreement or other commitment of the Company or any Subsidiary without the prior written consent of Parent. The parties hereto agree not to take any action that will have the effect of unreasonably delaying, impairing or impeding the receipt of any required by authorizations, consents, orders or approvals. Prior to making any application or filing with any Governmental Authority or other person or entity in connection with this Agreement, the HSR ActCompany, on the one hand, and Parent or Merger Sub, on the other hand, shall provide the other with drafts thereof and afford the other a reasonable opportunity to comment on such drafts. Without limiting the generality of the preceding sentences, each of Parent, Merger Sub, the parties hereto shall Stockholders and the Company agrees to cooperate and use all commercially reasonable efforts to vigorously contest and resist any action, suit, proceeding or claim, and to have vacated, lifted, reversed or overturned any injunction, order, judgment or decree (i) file whether temporary, preliminary or cause permanent), that delays, prevents or otherwise restricts the consummation of the Merger or any other transaction contemplated by this Agreement, and to take any and all actions as may be filedrequired by Governmental Authorities as a condition to the granting of any such necessary approvals or as may be required to avoid, as promptly as practicable but vacate, lift, reverse or overturn any injunction, order, judgment, decree or regulatory action (provided, however, that in no event later than 15 days after (x) the execution and delivery of this Agreement shall any party hereto take, or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under take, any action that would have a Material Adverse Effect on Parent, Merger Sub, the HSR Act concerning Company, any Subsidiary or any Stockholder). Notwithstanding the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission foregoing, in no event shall Parent or the United States Department Company be required at any time from the date hereof through and following the Effective Time to dispose of Justice for additional information concerning such transactionsthe assets, in each case so that or divest the waiting period applicable to this Agreement and businesses, of Parent, the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery Company or any Subsidiary or any of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Acttheir respective Affiliates.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all its commercially reasonable efforts to obtain all authorizations, consentsconsents (including any consents required under the terms of any Material Contract), orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) Authorities and other third parties that may be or become necessary for or as a result of its execution and delivery of, and the performance of its obligations pursuant to to, this Agreement Agreement, and each party will cooperate fully with the other party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To In furtherance and not in limitation of the extent required by the HSR Actforegoing, each of Purchaser, Seller and their respective Affiliates shall make an appropriate filing of a Notification and Report Form pursuant to the parties hereto shall (i) file or cause HSR Act with respect to be filed, the transactions contemplated by this Agreement as promptly as reasonably practicable but and, in no any event later than 15 days after within five (x5) Business Days of the execution date hereof. Each party shall comply, and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing shall cause its Affiliates to be requiredcomply, with the Federal Trade Commission notification and the United States Department reporting requirements of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause shall use its commercially reasonable efforts to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, obtain early termination of any applicable the waiting period under the HSR Act. Savia Each of Purchaser and Seller shall pay supply as promptly as reasonably practicable any additional information and documentary material that may be required pursuant to the filing fees payable HSR Act or any applicable Law, to take or cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Law as soon as reasonably practicable. Purchaser shall (and, to the extent required, shall cause its Affiliates to) substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Antitrust Authority. Notwithstanding the foregoing or anything set forth herein, no party’s obligations hereunder shall be deemed to require such party to divest any assets or properties held by such party or to hold any assets or properties separately as a condition of obtaining the consent of any Antitrust Authority to the transactions contemplated hereby. Each party shall promptly inform the other party of any communication from any Antitrust Authority regarding any of the transactions contemplated by this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Antitrust Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in connection good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the filings by the parties required by the HSR Actother party, an appropriate response in compliance with such request.

Regulatory and Other Authorizations; Consents. (a) Each party hereto of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the date hereof (and, in the case of such filings, applications and notifications, in no event more than ten (10) days following the date hereof) make all filings, applications and notifications with each Governmental Authority (including a “Form A” Acquisition of Control Statement to be filed with the Insurance Commissioner of the State of Iowa in substantially the form that has been provided by Buyer to Seller prior to the date hereof (with the remaining portions thereof duly completed in good faith as applicable)), and use all commercially its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties , in each case, that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements and (ii) use reasonable best efforts to (A) prevent the initiation of, and defend any Action challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby and thereby, (B) promptly provide to a Governmental Authority any non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements and (C) avoid the entry of, or cause to be lifted or rescinded, any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement and will the other Transaction Agreements. The parties shall cooperate fully with the reasonable requests of each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Neither Seller nor Buyer shall take any action that they should be reasonably aware would have the effect of materially delaying, giving such notices, and making such filings. To impairing or impeding the extent required by the HSR Act, each receipt of the parties hereto shall (iGovernmental Approvals listed in Schedule 11.01(b) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR ActSchedule 11.02(b).

Regulatory and Other Authorizations; Consents. The Company, DLJ (awith respect to the transfer of the Chilean JV Interests) and MCC shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party hereto shall use all commercially its reasonable best efforts to obtain all authorizations, consentsconsents (including any consents required under the terms of any Material Contract), orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) Authorities and other third parties that may be or become necessary for or as a result of its execution and delivery of, and the performance of its obligations pursuant to to, this Agreement Agreement, and each party will cooperate fully with the other party parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To In furtherance of the extent required by the HSR Actforegoing, each of the parties hereto shall party agrees to take any and all commercially reasonable action (iat its sole cost and expense) file to avoid or cause eliminate each and every impediment that may be asserted by any Governmental Authority with respect to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and by this Agreement so as to enable the Closing to occur as soon as reasonably possible, including (iiA) promptly comply with the prompt use of its reasonable best efforts to avoid the entry of, or cause to be complied with effect the dissolution of, any requests permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the Federal Trade Commission defense through litigation on the merits of any claim asserted in any court, agency or the United States Department other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of Justice for additional information concerning such transactions, in each case so case, if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance of any order, decree, decision, determination or judgment that the waiting period applicable to this Agreement and would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated hereby under by this Agreement by any Governmental Authority and (B) the HSR Act shall expire prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as soon to permit such consummation on a schedule as practicable after the execution and delivery of close as possible to that contemplated by this Agreement. Each Notwithstanding the foregoing or anything set forth in this Agreement, no party’s obligations hereunder shall be deemed to require such party hereto agrees to request, and to cooperate with the other divest any assets or properties held by such party or parties in requesting, early termination to hold any assets or properties separately as a condition of obtaining the consent of any applicable waiting period under Antitrust Authority to the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Acttransactions contemplated hereby.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining Subject to the Governmental Approvals) terms and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent required by the HSR Actconditions herein provided, each of Buyer, the parties hereto Seller, and their respective Affiliates, shall (i) file use its best efforts to take, or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justicetaken, all reports actions and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with do, or cause to be complied with any requests by the Federal Trade Commission done, all things necessary, proper, or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable advisable to this Agreement consummate and make effective the transactions contemplated hereby under by this Agreement as promptly as practicable, and in any case, prior to the HSR Act End Date (including the satisfaction, but not waiver, of the conditions precedent set forth in Article IX). Each of Buyer, the Seller, and their respective Affiliates, shall expire as soon as practicable after use best efforts to obtain consents of all Governmental Authorities necessary to consummate the execution and delivery of transactions contemplated by this Agreement. Each party hereto agrees shall make an appropriate filing, if necessary, pursuant to requestthe HSR Act within ten (10) Business Days after the date of this Agreement (unless mutually agreed). Each party hereto shall supply as promptly as practicable to the appropriate Governmental Authorities to any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the foregoing, (i) Buyer, the Seller and to cooperate with the their respective Affiliates shall not voluntarily extend any waiting period or other party or parties in requesting, early termination of any applicable waiting time period under the HSR ActAct or enter into any agreement with any Governmental Authority to delay, or otherwise not to consummate as soon as practicable the transactions contemplated hereby, except with the prior written consent of the other parties hereto, which consent may be withheld in the sole discretion of the non-requesting party, and (ii) Buyer agrees, at Buyer’s sole cost, to take any and all actions that are necessary or reasonably advisable to avoid or eliminate each and every impediment under the HSR Act that may be asserted or required by any Governmental Authority to consummate the transactions contemplated by this Agreement as expeditiously as possible, and in any event prior to the End Date, including (A) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, and other disposition of, any entities, operations, assets, divisions, businesses, product lines, customers or facilities of the Company or any of the Transferred Companies or the Buyer, or Buyer’s Affiliates, (B) creating, terminating, amending or assigning existing relationships, ventures, contractual rights, or obligations of the Company or any of the Transferred Companies or the Buyer, (C) amending, assigning, or terminating existing licenses or other agreements (and entering into such new licenses or other agreements), (D) otherwise taking or committing to any action that would limit Buyer’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products, or equity interests of the Buyer, the Company or any of the Transferred Companies, or their respective Affiliates; and (E) entering into any Governmental Order, consent decree or other agreement to effectuate any of the foregoing (the “Regulatory Actions”); provided that such Regulatory Actions may be conditioned upon and become effective only from the consummation of the transactions contemplated by this Agreement. Savia shall pay the All filing fees payable incurred in connection with the filings HSR Act shall be borne by the parties required by the HSR ActBuyer.

Regulatory and Other Authorizations; Consents. (a) Each party hereto The Company, Parent and MergerCo shall use all commercially their reasonable best efforts to obtain all or make the authorizations, consents, orders orders, approvals and approvals of, and filings from or with or provide notice to give all notices to and make all filings with, all any Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and Authority or other third parties that may be or become party necessary for its their execution and delivery of, and the performance of its their obligations pursuant to to, this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filingsAgreement. To the extent If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof, each to request early termination of the parties hereto shall (i) file or cause applicable waiting period and to be filed, supply as promptly as practicable but any additional information and documentary material that may be requested pursuant to the HSR Act. Subject to Applicable Laws, the parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall as promptly as practicable respond to any requests for additional information from any Governmental Authority or filings in no event later than 15 days after (x) respect thereof. Parent or MergerCo shall pay all filing and related fees in connection with any such filings that must be made by any of the execution parties under the HSR Act. Each of Parent and delivery MergerCo hereby covenants and agrees to use its commercially reasonable efforts to secure termination of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party any waiting periods under the HSR Act concerning or any other applicable law and to obtain the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by approval of the Federal Trade Commission or Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority, as applicable, for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement Merger and the other transactions contemplated hereby under hereby. Notwithstanding the HSR Act foregoing, nothing herein shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to requestrequire Parent, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings receipt of any regulatory approval, to agree to sell or divest any material assets or business or agree to restrict in any material way any business conducted by or proposed to be conducted by Parent, the parties required by Company, or any of their Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the HSR ActMerger. The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby.

Regulatory and Other Authorizations; Consents. (a) Each party hereto The Company, Parent and Purchaser shall each use all its commercially reasonable best efforts to (i) consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain promptly all authorizations, consents, orders and approvals of, of and to make all filings with and to give all notices to and make all filings with, all Governmental Entities (including but not limited and officials required to those pertaining consummate the Merger and the other transactions contemplated by this Agreement; provided, however, Parent and Purchaser shall use their commercially reasonable best efforts to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery ofprepare, and obtain the performance approval of its obligations pursuant to this Agreement and will the STB with respect to, the Voting Trust Agreement, (iii) cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, approvals and making to make such filings, (iv) provide such other information to any Governmental Entity as such Governmental Entity may reasonably request in connection therewith. To Each of Parent, Purchaser and the extent required by the HSR ActCompany agrees to make promptly, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) within 20 Business Days of the execution and delivery Date of this Agreement or (y) such later date as a change of circumstances causes such a filing Agreement, and any required filings in connection with the Merger pursuant to be requiredthe ICCTA and to the STB and, to the extent required by Law, file contemporaneously with the Federal Trade Commission and the United States Department of Justice, Antitrust Division, copies of all reports documents, application forms, and other documents required all written submissions of any type whatsoever provided to be filed by such party under the HSR Act concerning STB. Each of Parent, Purchaser and the transactions contemplated Company hereby and agrees to (iiA) promptly comply make, if applicable, any subsequent record filings with or cause presentations to be complied the STB in connection with seeking any requests STB approval, exemption or other authorization necessary to permit Purchaser lawfully to exercise Control over the Company’s Business and, to the extent required by Law, submit contemporaneously to the Federal Trade Commission or and the United States Department of Justice for additional information concerning Antitrust Division, copies of all such transactionsfilings and presentations; (B) prosecute any such filings and other presentations with diligence, in each case so that the waiting period applicable (C) oppose any objections to, appeals from or petitions to reconsider or reopen any such STB approval by persons not party to this Agreement Agreement, and (D) take all such further action as in Purchaser’s judgment reasonably may facilitate obtaining any necessary final order or orders of the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of STB approving, exempting or otherwise authorizing such Control consistent with this Agreement. Each party hereto agrees Purchaser will pay all fees or make all other payments to requestany Governmental Entity in order to obtain any such authorizations, and to cooperate with the other party consents, orders or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR Actapprovals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto The Company, Parent and MergerCo shall use all commercially reasonable best efforts to file notifications with Governmental Authorities and obtain all the authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to to, this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filingsAgreement. To the extent If required by the HSR ActAct or any applicable foreign antitrust or other competition law, and if the appropriate filing of a pre-merger notification and report form pursuant to the HSR Act or any applicable foreign antitrust or other competition law has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing of a pre-merger notification and report form with respect to the transactions contemplated by this Agreement promptly after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable foreign antitrust or other competition law. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing and related fees in connection with any such filings that must be made by any of the parties hereto shall (i) file under the HSR Act or cause any applicable foreign antitrust or other competition law. Each of Parent, MergerCo and the Company hereby covenants and agrees to be filed, as promptly as practicable but in no event later than 15 days after (x) use reasonable best efforts to secure termination of any waiting periods under the execution HSR Act or any other applicable law and delivery to obtain the approval of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and (the United States Department "FTC"), the Antitrust Division of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice (the "DOJ") or any other Governmental Authority, as applicable, for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement Merger and the other transactions contemplated hereby under hereby. Notwithstanding the HSR Act foregoing, nothing herein shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to requestrequire Parent, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings receipt of any regulatory approval, to agree to sell or divest any material assets or business or agree to restrict in any material way any business conducted by or proposed to be conducted by Parent, the parties required by Company, or any of their Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the HSR ActMerger. The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby.

Regulatory and Other Authorizations; Consents. (a) Each party hereto of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the date hereof (and, in the case of such filings, applications and notifications, in no event more than thirty (30) days following the date hereof) make all filings, applications and notifications with each Governmental Authority required to be made by such party, and use all commercially its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties , in each case, that may be or become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to to, and the consummation of the transactions contemplated by, this Agreement and will (ii) take all actions as may be required or requested by any applicable Governmental Authorities or as may otherwise be necessary in order to obtain such Governmental Approvals, including by (A) seeking to prevent the initiation of, and defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby and thereby, (B) the prompt provision to a Governmental Authority of non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement and (C) avoiding the entry of, or causing to be lifted or rescinded, any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement. The parties shall cooperate fully with the reasonable requests of each other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Neither Seller nor Buyer shall take any action that they should be reasonably aware would have the effect of delaying, giving such notices, and making such filings. To impairing or impeding the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable but in no event later than 15 days after (x) the execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination receipt of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with the filings by the parties required by the HSR ActGovernmental Approvals.

Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent required by the HSR Act, each of the parties hereto shall use its commercially reasonable efforts to (i) file take, or cause to be filedtaken, as promptly as practicable but all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any requirement of law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain any consents, licenses, Permits, waivers, approvals, authorizations or orders required to be obtained or made in no event later than 15 days after (x) connection with the authorization, execution and delivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department consummation of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby hereby, including the Sellers Consents and Notices, and (iiiii) promptly comply make all filings and give any notice, and thereafter make any other submissions either required or reasonably deemed appropriate by each of the parties, with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable respect to this Agreement and the transactions contemplated hereby required under the HSR Act shall expire as soon as practicable after the execution any requirement of law, including applicable securities and delivery antitrust requirements of this Agreement. Each party hereto agrees to requestlaw, and to cooperate with the other party or parties in requesting, early termination rules and regulations of any applicable waiting period under stock exchange on which the HSR Act. Savia shall pay the filing fees payable in connection with the filings by securities of any of the parties required by are listed or traded. Commercially reasonable efforts shall not obligate the HSR ActSellers or the Purchaser to make or offer to make any payments to obtain any consents, licenses, Permits, waivers, approvals, authorizations or orders.