Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallof Newco, Purchaser, REG and the Company shall use their respective commercially reasonable efforts to (i) make or cause its ultimate parent entity (as such term is defined in to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act) to, use reasonable best efforts to file Act or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body Antitrust Laws with respect to the Contemplated Transactionstransactions contemplated hereby and by the Common Plan Agreements, and shall file no later than as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days thereafter after the Notification date of this Agreement in the case of all filings required under the HSR Act and Report Forms within four (4) weeks in the case of all other filings required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filingsAntitrust Laws, (ii) submit promptly comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information which may be reasonably requested information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such Governmental Bodyfilings or such transactions, and (iii) coordinate cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Party Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in making connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or information submissions pursuant any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the foregoing that may be necessarymatters described in this Section 6.4, properincluding in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or advisable in order submitted by or on behalf of any party hereto relating to consummate and make effective proceedings under the Contemplated TransactionsHSR Act or other Antitrust Laws. (b) Without limiting Each of Newco, Purchaser, REG and the generality of anything contained in this Section 5.4, in connection with its Company shall use commercially reasonable efforts to obtain all requisite approvals and authorizationsresolve such objections, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under if any, as may be asserted by any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other Governmental Authority with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received transactions contemplated by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile Agreement under the HSR Act, without the prior written consent ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the other“Antitrust Laws”). Parent In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Newco, Purchaser, REG and the Company shall each pay one-half use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the filing fee transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Newco and the Company decide that litigation is not in their respective best interests. Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act relating or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closingcontrary provided herein, neither Newco, Purchaser or the Company nor Parent shallany of their respective Affiliates shall be required, and shall cause its Affiliates not toin connection with the matters covered by this Section 6.4, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose to pay any delay in amounts (other than the obtaining ofpayment of filing fees and expenses and fees of counsel), (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any of its or its Affiliates’ businesses, product lines or assets, or significantly increase any of the risk Purchased Assets, (iv) to agree to any limitation on the operation or conduct of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting periodBusiness, or (iiv) increase the risk of to waive any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsconditions to this Agreement set forth in Section 8.1 or 8.2.

Regulatory Approvals. (a) Each Party of the Purchaser and the Seller shall promptly apply for, and take all reasonably necessary actions to obtain or make all declarations and filings with, and notices to, any Governmental Entity or other Person required to be obtained or made by it for the consummation of the transactions contemplated by this Agreement, including the transfer of all Permits. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Seller and the Purchaser, or an Affiliate thereof, shall, as promptly as practicable, but in no event later than 15 Business Days following the execution and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date delivery of this Agreement, all applicationsfile with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), notices, reports, filings the notification and other documents reasonably report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party of the Seller and the Purchaser shall (i) promptly supply furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any information which filing or submission that may be required necessary under the HSR Act. The Purchaser and the Seller shall be equally responsible for all filing and other similar fees payable in order to effectuate connection with such filings, (ii) submit promptly and for any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactionslocal counsel fees. (b) Without limiting Each of the generality of anything contained in this Section 5.4, in connection with Purchaser and the Seller shall use its commercially reasonable efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; providedconsummation of the transactions contemplated hereby. Each of the Purchaser and the Seller shall keep the other apprised of the status of any substantive communications with, howeverand any inquiries or requests for additional information from, that each Party the FTC and the DOJ and shall bear comply promptly with any such inquiry or request. Notwithstanding the foregoing, the Purchaser shall not be required to (i) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its own legal feesor its Affiliates’ assets or any assets of the Company or its Subsidiaries, (ii) consent to any other structural or conduct remedy or enter into any settlement or agree to any Order regarding antitrust matters respecting the transactions contemplated by this Agreement, or (iii) litigate. Each of the Purchaser and the Seller shall both promptly respond to the DOJ or the FTC to any request for additional information. (c) Except as required The Purchaser and the Seller shall instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such commercially reasonable efforts and cooperation include, but are not limited to, counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. Prior to the submission of any substantive written communication to any Governmental Entity, each such party shall provide the other party with a reasonable opportunity to review and comment on such communication, to the extent practicable. Unless prohibited by this Agreementthe Governmental Entity or any applicable Law, no party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Entity without giving the other party prior notice of the meeting or conversation and the opportunity to attend or participate in such meeting or conversation. (d) Until the Closing, neither none of the Purchaser, the Seller, Seller Guarantor, Seller Parent, or the Company nor Parent shallor its Subsidiaries, and directly or indirectly, through one or more of their respective Affiliates, shall cause its Affiliates not to, acquire or agree to acquire by merging make any investment in any corporation, partnership, limited liability company or consolidating with, other business organization or by purchasing a substantial portion of the any division or assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire merge with or agree into any other entity, or enter into any agreement or commitment to acquire do any assetsof the foregoing, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation that in any case would reasonably be expected to (i) impose cause any material delay in the obtaining of, satisfaction of the conditions contained in Article VII or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionstransactions contemplated hereby. (e) Following the Closing the Purchaser will promptly make all necessary filings to transfer or cause the re-issuance of, as applicable, all Permits, including without limitation all Mining Permits, mine licenses and MSHA identification numbers, and the Purchaser will diligently pursue such transfer or reissuance to the end that all Permits be transferred or reissued to the Purchaser as soon as is reasonably practicable. Prior to the Closing the parties will cooperate with each other to facilitate the transfer process.

Regulatory Approvals. (a) Each Party shallshall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to comply promptly with all Legal Requirements that may be imposed on such Party with respect to the Contemplated Transactions and, subject to the conditions set forth in Article 6 hereof, to consummate the Contemplated Transactions, as promptly as practicable. In furtherance and shall cause its ultimate parent entity (as such term is defined not in limitation of the HSR Act) toforegoing, use reasonable best efforts each Party agrees to file or otherwise submit, as soon as practicable after the date of this Agreement, but in any event no later than 20 Business Days of the date hereof, all applications, notices, reports, filings undertakings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting Each of the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto Parties shall use its commercially reasonable best efforts to (i) cooperate in all respects with the each other in connection with respect timely making all required filings and submissions and timely obtaining all related consents, permits, authorizations or approvals pursuant to any investigation or other inquirySection 5.4(a); and (ii) promptly provide to the other keep SCWorx or AMMA, as applicable, informed in all material respects and on a copy reasonably timely basis of all communications any communication received by such Party from, or given by such Party to, any Governmental Body, in each case regarding Body relating to the Contemplated Transactions; and (iii) . Subject to applicable Legal Requirements relating to the exchange of information, each Party shall, to the extent not prohibited under applicable Antitrust Lawpracticable, permit give the other to review in party reasonable advance any communication given by it to notice of all material communications with any Governmental Body relating to the Contemplated Transactions and each Party shall have the right to attend or participate in material conferences, meetings and telephone or other communications between the other Parties and regulators concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity All filing fees (as such term is defined including any Taxes thereon) in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date respect of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity any filing made to any Governmental Body with Entity in respect to the Contemplated Transactions, and of any Regulatory Approvals shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required be paid by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated TransactionsContango. (b) Without limiting With respect to obtaining the generality Regulatory Approvals, each of anything contained in this Section 5.4, Dolly Varden and Contango shall cooperate with one another and shall provide such assistance as any other Party may reasonably request in connection with its efforts to obtain all requisite approvals and authorizations, and obtaining the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to Regulatory Approvals. In particular: (i) cooperate with the other with respect no Party shall extend or consent to any investigation or other inquiry; (ii) promptly provide to the other a copy extension of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting or review period under applicable Antitrust Lawor enter into any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement, or pull and refile under the HSR Act, without except upon the prior written consent of the other. Parent other Parties; (ii) the Parties shall exchange drafts of all submissions, material correspondence, filings, presentations, applications, plans, consent agreements and the Company shall each pay one-half other material documents made or submitted to or filed with any Governmental Entity in respect of the filing fee under transactions contemplated by this Agreement, will consider in good faith any suggestions made by the HSR Act relating other Parties and their counsel and will provide the other Parties and their counsel with final copies of all such submissions, material correspondence, filings, presentations, applications, plans, consent agreements and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the HSR filing required for the Mergertransactions contemplated by this Agreement; provided, however, that this obligation shall not extend to (a) legally privileged information, or (b) information indicated by any Party to be competitively sensitive, in either case, which information shall be provided on an external counsel-only basis; (iii) each Party will keep the other Parties and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such material communications or meetings without giving the other Parties and their respective counsel the opportunity to participate therein; provided, however, that where competitively sensitive information may be discussed or communicated, in either case the other Parties’ external legal counsel shall bear its own legal feesbe provided with any such communications or information on an external counsel-only basis and shall have the right to participate in any such meetings on an external counsel-only basis. (c) Except as required by this AgreementThe Parties shall not enter into any transaction, prior to Closinginvestment, neither the Company nor Parent shallagreement, and shall cause its Affiliates not to, acquire arrangement or agree to acquire by merging joint venture or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by take any other manneraction, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into effect of an agreement relating to or the consummation of such acquisition, merger or consolidation which would reasonably be expected to (i) impose any make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay in the obtaining of, or significantly increase of the risk of not obtaining, any authorizations, consents, orders, declarations or approvals Regulatory Approvals. (d) Each Party shall use its commercial reasonable efforts to ensure that the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation state of the Contemplated TransactionsUnited States are available for the issuance of Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement.

Regulatory Approvals. (a) Each Party shall, Subject to the terms and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date conditions of this Agreement, each of the Company and the Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all applicationsactions and to do, or cause to be done, all things necessary, proper or advisable under any Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental or Regulatory Authority or other third party all documentation to effect all necessary filings, notices, reportspetitions, filings statements, registrations, submissions of information, applications and other documents reasonably documents, and (ii) obtaining as promptly as practicable and maintaining all Consents required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to obtained from any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the or Regulatory Authority or other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing third party that may be are necessary, proper, proper or advisable in order to consummate the transactions contemplated by this Agreement, including, for avoidance of doubt, all Company Required Approvals and make effective the Contemplated TransactionsPurchaser Required Approvals. (b) Without limiting The Company (i) shall consult and cooperate with the generality Purchaser in connection with the preparation of anything contained any of the filings and other documents described in this Section 5.44.6(a) prior to their filing, (ii) shall furnish to the Purchaser such necessary information and reasonable assistance as the Purchaser may request in connection with its preparation of any such filing or other document, (iii) shall keep the Purchaser apprised of the status of any correspondence, filings and other communications with, and any inquiries or requests for additional information from, any Governmental or Regulatory Authority concerning this Agreement and the transactions contemplated by this Agreement, and provide the Purchaser (or its outside counsel, as appropriate) with copies of the foregoing to the extent in writing, (iv) shall not independently participate in any meeting, or engage in any substantive conversation, with any Governmental or Regulatory Authority concerning this Agreement or the transactions contemplated hereby without giving the Purchaser prior notice of the meeting or conversation and, unless prohibited by any such Governmental or Regulatory Authority, the opportunity to attend or participate, and (v) shall consult and cooperate with the Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser in connection with the matters described in the foregoing. (c) In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make appropriate filings with the applicable Governmental or Regulatory Authority in respect of the Competition Approvals, if applicable, with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law and to use their commercially reasonable efforts to obtain take all requisite approvals and authorizations, and other actions necessary to cause the expiration or termination of all the applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (iif any) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesthereunder as soon as practicable. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallUpon the terms and subject to the conditions of this Agreement, and each of the parties shall cause use its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file take, or otherwise submitcause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law and under any applicable Gaming Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act; (ii) taking the steps necessary or desirable to obtain all consents, approvals (including Gaming Approvals) or actions of, make all filings with and give all notices to any Governmental Entity or any other Person required in order to permit consummation of the transactions contemplated by this Agreement; (iii) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iv) resolving any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and preventing the entry of any court order, and vacating, lifting, reversing or overturning any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), each of the parties, as soon applicable, agrees to prepare and file as practicable after promptly as practicable, and in any event by no later than 15 Business Days from the date of this Agreement, an appropriate Notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees and other charges for the filings required under the HSR Act by the Company and Parent. (c) In furtherance and not in limitation of the provisions of Section 5.7(a), Parent and Merger Sub agree to, and agree to cause their Affiliates and their respective directors, officers, partners, managers, members, principals and stockholders to, prepare and submit to the Gaming Authorities as promptly as practicable, and in any event no later than 45 calendar days from the date of this Agreement, all applications, notices, reports, filings applications and other supporting documents reasonably necessary to obtain all required to be filed by such Party Gaming Approvals. (d) If a party receives a request for information or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to documentary material from any Governmental Body Entity with respect to this Agreement or any of the Contemplated Transactionstransactions contemplated hereby, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by including but not limited to a Second Request for Information under the HSR Act. Each Party Act or requests for supporting, supplemental, or additional documentation from any Gaming Authorities, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (e) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) promptly supply the other cooperating with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with filings required to be made by any proposed written communications by such Party to party under any Governmental Body concerning the Contemplated Transactions, Antitrust Law or applicable Gaming Law and consult liaising with each other in advance relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any meeting or telephone or video conference with, any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental BodyEntities, and give such first party shall consider all reasonable comments timely made by the other or its outside counsel the opportunity to attend and participate party in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Mergerrespect; provided, however, that each Party no party shall bear its own legal fees.be required to provide the other party with any filings (or related materials) if such party reasonably determines that the disclosure of filings (or related materials) would be materially prejudicial to such party’s business; (cii) Except as furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications (and, unless precluded by Law, providing copies of any such communications that are in writing) from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement, prior unless a party has a reasonable basis to Closing, neither object to the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion presence of the assets other party at any such meetings or appearances; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to the Antitrust Laws or applicable Gaming Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of such acquisitionthe transactions contemplated by this Agreement. (f) In addition, merger Parent shall take, or consolidation would reasonably cause to be expected taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and/or applicable Gaming Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including using its reasonable best efforts to obtain as promptly as practicable the expiration of all waiting periods and obtain all Parent Permits and all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement, and (i) impose any delay placing particular assets or an operating property in trust upon the Closing pending obtaining ofcontrol upon subsequent Gaming Approval, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk agreeing to sell, divest, or otherwise convey particular assets or an operating property of any Governmental Body entering Parent and its Subsidiaries, and (iii) agreeing to sell, divest, or otherwise convey particular assets or an order prohibiting the consummation operating property of the Contemplated TransactionsCompany and its Subsidiaries, contemporaneously with or subsequent to the Effective Time. (g) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 5.7 shall not require Parent to take any action that would require Parent to divest or place in trust, or permit or cause the Company to divest or place in trust, more than two operating properties (and under no circumstances more than one operating property in any one state). No actions taken pursuant to this Section 5.7 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (h) Notwithstanding the foregoing, commercially, competitively and/or personal sensitive information and materials of a party will be provided to the other party on an outside counsel-only basis, provided that the parties shall cooperate to enable appropriate communications to be made available to the other party with respect to such commercially or competitively sensitive information redacted if necessary.

Regulatory Approvals. (a) Each Party shallIf this Agreement or any transaction contemplated in connection herewith is subject to or requires the approval of any regulatory body or bodies (each, a Regulatory Approval” and, Service Agreement No. 1631 collectively, the “Regulatory Approvals”), including, without limitation, the Federal Energy Regulatory Commission (“FERC”) and/or the New York Public Service Commission (“NYPSC”), ▇▇▇▇▇ agrees to make the required filings with each such regulatory body (the “Applications”) following execution and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date delivery of this Agreement, . The Parties agree to use their respective commercially reasonable efforts to obtain all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated TransactionsRegulatory Approvals. (b) Without limiting The terms and conditions of this Agreement are expressly contingent upon each of the generality Regulatory Approvals being granted in form and substance satisfactory to each Party in its respective sole discretion, and without material modification of anything contained the Agreement terms and without condition, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion. If an Application is made and is denied, this Section 5.4Agreement shall terminate as of the date that Buyer receives notification of such denial. If any Regulatory Approval is granted containing terms or conditions that either Party rejects, in connection with its efforts to obtain all requisite approvals and authorizationssole discretion, and as unacceptable, this Agreement shall terminate as of the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each date that a Party hereto shall use its reasonable best efforts to (i) cooperate with notifies the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy Party of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesrejection. (c) Except as required by this Agreement, prior In addition to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assetsforegoing, if the entering into NYPSC does not allow the deferred tax asset created by the Buyer’s payment of an agreement relating the IT Amounts to be included in rate base (“Tax Treatment”), or if the consummation form, terms, or conditions of such acquisitionany NYPSC authorization for, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining acceptance of, or significantly increase action in connection with, the risk of not obtainingTax Treatment is or are unacceptable to Buyer (in its sole discretion), then, the Buyer shall have no obligation to consummate any authorizationsClosing, consents, orders, declarations or approvals and may terminate this Agreement effective upon notice to Seller. Buyer’s consummation of any Governmental Body necessary Closing shall not prejudice or restrict Buyer’s ability to consummate exercise its rights under this paragraph with respect to any future Closing. (d) In the Contemplated Transactions or event that this Agreement is terminated pursuant to this Section, the expiration or termination obligations of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation each Party under this Agreement shall cease as of the Contemplated Transactionseffective date of termination and such termination shall be without recourse to the Parties, provided, however, that, if this Agreement is terminated pursuant to paragraph (c) of this Section, the obligations of each Party under this Agreement shall remain in effect to the extent that such obligations relate to Property previously transferred to Buyer at any Closing consummated prior to the effective date of such termination.

Regulatory Approvals. (a) Each Party shallIf this Agreement or any transaction contemplated in connection herewith is subject to or requires the approval of any regulatory body or bodies (each, a Regulatory Approval” and, - 8 - Service Agreement No. 1631 collectively, the “Regulatory Approvals”), including, without limitation, the Federal Energy Regulatory Commission (“FERC”) and/or the New York Public Service Commission (“NYPSC”), Buyer agrees to make the required filings with each such regulatory body (the “Applications”) following execution and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date delivery of this Agreement, . The Parties agree to use their respective commercially reasonable efforts to obtain all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated TransactionsRegulatory Approvals. (b) Without limiting The terms and conditions of this Agreement are expressly contingent upon each of the generality Regulatory Approvals being granted in form and substance satisfactory to each Party in its respective sole discretion, and without material modification of anything contained the Agreement terms and without condition, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion. If an Application is made and is denied, this Section 5.4Agreement shall terminate as of the date that Buyer receives notification of such denial. If any Regulatory Approval is granted containing terms or conditions that either Party rejects, in connection with its efforts to obtain all requisite approvals and authorizationssole discretion, and as unacceptable, this Agreement shall terminate as of the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each date that a Party hereto shall use its reasonable best efforts to (i) cooperate with notifies the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy Party of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesrejection. (c) Except as required by this Agreement, prior In addition to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assetsforegoing, if the entering into NYPSC does not allow the deferred tax asset created by the Buyer’s payment of an agreement relating the IT Amounts to be included in rate base (“Tax Treatment”), or if the consummation form, terms, or conditions of such acquisitionany NYPSC authorization for, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining acceptance of, or significantly increase action in connection with, the risk of not obtainingTax Treatment is or are unacceptable to Buyer (in its sole discretion), then, the Buyer shall have no obligation to consummate any authorizationsClosing, consents, orders, declarations or approvals and may terminate this Agreement effective upon notice to Seller. Buyer’s consummation of any Governmental Body necessary Closing shall not prejudice or restrict Buyer’s ability to consummate exercise its rights under this paragraph with respect to any future Closing. (d) In the Contemplated Transactions or event that this Agreement is terminated pursuant to this Section, the expiration or termination obligations of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation each Party under this Agreement shall cease as of the Contemplated Transactionseffective date of termination and such termination shall be without recourse to the Parties, provided, however, that, if this Agreement is terminated pursuant to paragraph (c) of this Section, the obligations of each Party under this Agreement shall remain in effect to the extent that such obligations relate to Property previously transferred to Buyer at any Closing consummated prior to the effective date of such termination.

Regulatory Approvals. Each party shall use its commercially reasonable efforts to obtain all required regulatory approvals (aincluding the required Governmental Approvals set forth in Part VII of Appendix B) Each Party shallas promptly as possible and, in any event, prior to the Closing Date. To that end, each of the parties shall make, or cause to be made, all other filings and submissions, and shall cause its ultimate parent entity (as such term is defined submit all other documentation and information that in the HSR Act) toreasonable opinion of the Purchaser is required or advisable, to obtain the regulatory approvals, and will use its commercially reasonable best efforts to file satisfy all requests for additional information and documentation received under or otherwise submitpursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. Notwithstanding any other provision of this Agreement, the Purchaser will not be required to (i) propose or agree to accept any undertaking or condition, enter into any consent agreement, make any divestiture or accept any operational restriction or other behavioral remedy, (ii) take any action that, in the reasonable judgment of the Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of the business or assets of HoldCo or any of its Subsidiaries, or of the Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as soon as practicable after of the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making contest or defend any such filings judicial or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received administrative proceeding brought by such Party from, or given by such Party to, any Governmental BodyAuthority seeking to prohibit, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Lawprevent, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting restrict or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or unwind the consummation of such acquisition, merger all or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation a part of the Contemplated Transactionstransaction contemplated herein.

Regulatory Approvals. (a) Each Party shallIf this Agreement or any transaction contemplated in connection herewith is subject to or requires the approval of any regulatory body or bodies (each, a Regulatory Approval” and, Service Agreement No. 1631 collectively, the “Regulatory Approvals”), including, without limitation, the Federal Energy Regulatory Commission (“FERC”) and/or the New York Public Service Commission (“NYPSC”), Buyer agrees to make the required filings with each such regulatory body (the “Applications”) following execution and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date delivery of this Agreement, . The Parties agree to use their respective commercially reasonable efforts to obtain all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated TransactionsRegulatory Approvals. (b) Without limiting The terms and conditions of this Agreement are expressly contingent upon each of the generality Regulatory Approvals being granted in form and substance satisfactory to each Party in its respective sole discretion, and without material modification of anything contained the Agreement terms and without condition, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion. If an Application is made and is denied, this Section 5.4Agreement shall terminate as of the date that Buyer receives notification of such denial. If any Regulatory Approval is granted containing terms or conditions that either Party rejects, in connection with its efforts to obtain all requisite approvals and authorizationssole discretion, and as unacceptable, this Agreement shall terminate as of the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each date that a Party hereto shall use its reasonable best efforts to (i) cooperate with notifies the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy Party of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesrejection. (c) Except as required by this Agreement, prior In addition to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assetsforegoing, if the entering into NYPSC does not allow the deferred tax asset created by the Buyer’s payment of an agreement relating the IT Amounts to be included in rate base (“Tax Treatment”), or if the consummation form, terms, or conditions of such acquisitionany NYPSC authorization for, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining acceptance of, or significantly increase action in connection with, the risk of not obtainingTax Treatment is or are unacceptable to Buyer (in its sole discretion), then, the Buyer shall have no obligation to consummate any authorizationsClosing, consents, orders, declarations or approvals and may terminate this Agreement effective upon notice to Seller. Buyer’s consummation of any Governmental Body necessary Closing shall not prejudice or restrict Buyer’s ability to consummate exercise its rights under this paragraph with respect to any future Closing. (d) In the Contemplated Transactions or event that this Agreement is terminated pursuant to this Section, the expiration or termination obligations of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation each Party under this Agreement shall cease as of the Contemplated Transactionseffective date of termination and such termination shall be without recourse to the Parties, provided, however, that, if this Agreement is terminated pursuant to paragraph (c) of this Section, the obligations of each Party under this Agreement shall remain in effect to the extent that such obligations relate to Property previously transferred to Buyer at any Closing consummated prior to the effective date of such termination.

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as As soon as reasonably practicable after the date hereof each Party, or where appropriate, the Parties jointly, shall make all notifications, filings, applications and submissions with Governmental Authorities required or advisable in connection with the Regulatory Approvals, including the Required Regulatory Approvals, and shall use commercially reasonable efforts to obtain as soon as reasonably practicable and maintain the Regulatory Approvals, including the Required Regulatory Approvals, subject to the terms hereof. (b) All filing fees (including any Taxes thereon) in respect of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity any filing made to any Governmental Body with Authority in respect to the Contemplated Transactions, and of any Regulatory Approvals shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required be shared by the HSR Act. Each Party Parties equally. (c) The Parties shall (i) cooperate with and keep one another fully and promptly supply informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals and shall promptly notify each other with of any information which may be required communication from any Governmental Authority in order to effectuate such filingsrespect this Agreement, (ii) provide or submit on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the discretion of a Party, acting reasonably, advisable, in response to any additional inquiries or requests received from any state attorney general, antitrust authority or other Governmental Authority in connection with obtaining the Regulatory Approvals and use their commercially reasonable efforts to ensure that such information which may be does not contain a Misrepresentation; provided, however, that, except as otherwise provided in this Agreement, including Section 7.19, nothing in this provision shall require a Party to provide information that is not in its possession or not otherwise reasonably requested by any such Governmental Bodyavailable to it, and (iii) coordinate not make any submissions or filings to any Governmental Authority related to the Transactions, or participate in any meetings or any material conversations with any Governmental Authority in respect of any filings, submissions, investigations or other inquiries or matters related to the Transactions, unless it consults with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessaryadvance and, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Lawprecluded by such Governmental Authority, permit gives the other Party a reasonable opportunity to review in advance drafts of any communication given by it submissions or filings (and will give due consideration to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the comments received from such other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, Parties) and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by any communications. Despite the applicable foregoing, submissions, filings or other written communications with any Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) Authority may be restricted redacted as necessary before sharing with the other Parties to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve address reasonable attorney-client privilege. Neither or other privilege or confidentiality concerns, provided that a Party shall commit must provide external legal counsel to the other Parties non-redacted versions of drafts and final submissions, filings or agree other written communications with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under Authority on the HSR Act, without basis that the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear redacted information will not be shared with its own legal feesclients. (cd) Except as required by this Agreement, prior to Closing, neither Each Party shall promptly notify the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by other Parties if it becomes aware that any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining ofapplication, filing, document or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting periodother submission for a Regulatory Approval contains a Misrepresentation, or (ii) increase any Regulatory Approval contains, reflects or was obtained following the risk submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Parties shall co-operate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement. (e) The Parties shall request that any Required Regulatory Approval, be processed by the applicable Governmental Body entering Authority on an order prohibiting expedited basis and, to the consummation extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of such Regulatory Approvals. (f) If any objections are asserted with respect to the Transactions under any Law, or if any proceeding is instituted or threatened by any Governmental Authority challenging or which could lead to a challenge of any of the Contemplated TransactionsTransactions as not in compliance with Law or as not satisfying any applicable legal text under a Law necessary to obtain the Regulatory Approvals, the Parties shall use commercially reasonable efforts (in accordance with Section 8.6(a)(ii)) to resolve such objection, proceeding or Action, as the case may be, so as to allow the Effective Time to occur on or prior to the Outside Date. (g) Notwithstanding anything to the contrary in this Agreement, no Party or any of its Subsidiaries is permitted or required to divest or to offer to divest any of their material assets or properties or to agree to any material behavioral remedy, undertaking, commitment, or restriction on the operations of Southern, DevvStream or the Company in order to secure any Regulatory Approval, except with the express consent of Southern, DevvStream and the Company.

Regulatory Approvals. (a) Each Party shallparty hereto shall cooperate and promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submitobtain all necessary permits, as soon as practicable after the date consents, approvals and authorizations of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, Entities necessary or advisable in order to consummate and make effective the Contemplated Transactions. Mergers and the other transactions contemplated by this Agreement, including the CEI Statutory Approvals and the NU Statutory Approvals. To the extent that each of CEI (bor any CEI Subsidiary) Without limiting the generality of anything contained in this Section 5.4, and NU (or any NU Subsidiary) is required to make one or more filings with any Governmental Entity in connection with its efforts the obtaining of any such permit, consent, approval or authorization, including the CEI Statutory Approvals and the NU Statutory Approvals, each of CEI and NU agree to obtain offer the other, to the extent permitted by Applicable Law, a reasonable opportunity to review and comment upon each such filing prior to making any such filing and to coordinate the submission of such filings to the relevant Governmental Entity. In addition, CEI shall have the right to review and approve in advance all requisite approvals and authorizationscharacterizations of the information relating to CEI, on the one hand, and NU shall have the expiration or termination right to review and approve in advance all characterizations of all applicable waiting periods for the Contemplated Transactions under information relating to NU, on the other hand, in either case, which appear in any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate filing made in connection with the Mergers or the other transactions contemplated by this Agreement. CEI and NU agree that they will consult with each other with respect to any investigation or other inquiry; (iix) promptly provide the obtaining of all such necessary permits, consents, approvals and authorizations of Governmental Entities and (y) the applicability of the Connecticut Transfer Act and the Industrial Site Recovery Act to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required transactions contemplated by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallExcept for the filings and notifications made pursuant to the Premerger Notification Rules (as defined below) or other applicable Antitrust Laws (as defined below) to which Section 5.4(b), and not this Section 5.4(a), shall cause its ultimate parent entity (as such term is defined in apply, promptly following the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date execution of this Agreement, all applications, notices, reports, filings the parties shall proceed to prepare and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such appropriate Governmental Entities all authorizations, consents, notifications, certifications, registrations, declarations and filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable are necessary in order to consummate the transactions contemplated by this Agreement and make effective shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the Contemplated Transactionsprosecution of, such matters. (b) Without limiting As promptly as reasonably practicable, but in no event later than 60 calendar days (assuming the generality parties to this Agreement have received from the other party all the information required to make all of anything contained in their premerger notification filings), following the execution of this Section 5.4, Agreement the parties shall make all premerger notification filings pursuant to the pre-merger notification rules (the "Premerger Notification Rules"). Each of Parent and the Company shall (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination preparation of all applicable waiting periods for the Contemplated Transactions any filings under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiryPremerger Notification Rules; (ii) promptly provide to keep the other a copy party reasonably informed of all communications any communication received by such Party party from, or given by such Party toparty to any Antitrust Authority, and of any Governmental Bodycommunication received or given in connection with any proceeding by a private party, in each case regarding the Contemplated TransactionsMerger and in a manner that protects attorney-client or attorney work product privilege; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other party to review and incorporate the other party's reasonable comments in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other Antitrust Authority or in connection with any proposed written communications proceeding by such Party a private party related to Antitrust Laws with any other Person, in each case regarding the Merger and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 5.4(b), Parent and the Company shall each use its reasonable best efforts to ensure the prompt expiration of any applicable waiting period under any Premerger Notification Rules or approval by the relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 5.4(b), Parent and the Company shall each use its reasonable best efforts to respond to and comply with any request for information regarding the Merger or filings under any Premerger Notification Rules from any Governmental Body concerning Entity charged with enforcing, applying, administering, or investigating any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the Contemplated Transactionspurpose or effect of monopolization, and consult restraining trade or abusing a dominant position (collectively, "Antitrust Laws"), including the European Commission or any other competition authority of any jurisdiction ("Antitrust Authority"). Parent shall be entitled to direct any proceedings or negotiations with each any Antitrust Authority or other in advance of Person relating to the foregoing Merger or filings under any Premerger Notification Rules, provided that it shall afford the Company a reasonable opportunity to participate therein. Neither party shall initiate any meeting or telephone or video conference with, discussion with any Governmental BodyEntity with respect to any filings, and give applications, investigation, or other inquiry regarding the Merger or filings under any Premerger Notification Rules without giving the other party reasonable prior notice of the meeting or its outside counsel discussion and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in such meetings and conferences unless prohibited by (which, at the applicable Governmental Body; providedrequest of either party, that materials required to shall be provided pursuant to this Section 5.4(b) may be restricted limited to outside antitrust counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Mergeronly); provided, however, that the Company shall not initiate any offer to any Governmental Entity with respect to any proposed Divestiture Action. Notwithstanding anything herein to the contrary, Parent shall take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each Party case, shall bear enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Antitrust Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its own legal feesSubsidiaries or its or their businesses or assets, by consenting to such action by the Company and provided that any such action may, at the discretion of the Parent, be conditioned upon consummation of the Merger) (each a "Divestiture Action") to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger, ("Antitrust Prohibition") and to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the Termination Date. In the event that any action is threatened or instituted challenging the Merger as violative of any Premerger Notification Rule or other Antitrust Law, Parent shall take all action necessary, including but not limited to any Divestiture Action, to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, Parent shall take promptly any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (c) Except Parent and Merger Sub and any of their respective Affiliates shall not take any action with the intention to, or that could reasonably be expected to, hinder or delay the obtaining of clearance or any necessary approval of any Antitrust Authority under an Premerger Notification Rule or Antitrust Law or the expiration of the required waiting period under the Premerger Notification Rules or any other Antitrust Laws, except as required may be necessary, in its good faith judgment, to resist or reduce the scope of a Divestiture Action but in no event shall any delay caused by any such action extend beyond the Termination Date. (d) If any Divestiture Action agreed to by Parent requires action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, prior the Parent hereby agrees to Closing, neither consent to the taking of such action by the Company nor Parent shalland any such action may, and at the discretion of the Company, be conditioned upon consummation of the Merger. (e) Notwithstanding anything else contained herein, the provisions of this Section 5.4 shall cause its Affiliates not to, acquire or agree be construed to acquire by merging or consolidating withrequire either party to undertake any efforts, or by purchasing to take or consent to any action, if such efforts, action or consent would be reasonably likely to result in a substantial portion material adverse effect on the business, operations, financial condition or results of operations of the assets combined business of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree Parent and the Company after giving effect to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionstransactions contemplated hereby.

Regulatory Approvals. (a) Each Party shall, and party shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use commercially reasonable best efforts to file or otherwise submitfile, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings reports and other documents reasonably required to be filed by such Party or its ultimate parent entity party with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Offer, the Merger, the other Contemplated TransactionsTransactions and the Shareholder Agreements, and shall to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file no later than ten (10) Business Days thereafter the Notification notification and Report Forms report forms required by to be filed under the HSR ActAct and any notification or other document required to be filed under any applicable foreign antitrust or competition-related Legal Requirement in connection with the Offer, the Merger, the other Contemplated Transactions and the Shareholder Agreements. Each Party The Company and Parent shall respond as promptly as practicable to: (ia) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (b) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters. At the request of Parent, the Company shall divest, sell, dispose of, hold separate or take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such action is conditioned upon the consummation of the Offer or the Merger. (b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate such filings, any filings (iiincluding applications) submit promptly pursuant to (and to otherwise comply with its obligations set forth in) Section 6.2(a). Except where prohibited by applicable Legal Requirements or any additional information which may be reasonably requested by any such Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and the Company shall: (iiii) coordinate consult with the other Party in making any such filings or information submissions pursuant prior to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other taking a position with respect to any investigation or other inquirysuch filing; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review and discuss in advance any communication given by it to any Governmental Body concerning the Contemplated Transactionsadvance, and consider in good faith the views of the other in connection with with, any proposed written communications by such Party analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body concerning by or on behalf of any party hereto in connection with any Legal Proceeding related solely to this Agreement or the transactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (iii) coordinate with the other in preparing and exchanging such information; and (iv) promptly provide the other (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Body related solely to this Agreement or the Contemplated Transactions, and consult with each other in advance . (c) Each of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of notify the filing fee under other promptly upon the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to receipt of: (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, communication from any authorizations, consents, orders, declarations or approvals official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) knowledge of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Contemplated Transactions (and shall keep the other party informed as to the status of any such Legal Proceeding or threat); and (iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.2(a), Parent or the Company, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other of the occurrence of such event and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Subject to Section 6.2(e), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other Contemplated Transactions Transactions. Without limiting the generality of the foregoing, but subject to Section 6.2(e), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer, the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer, the Merger or any of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the expiration Merger. (e) Notwithstanding anything to the contrary contained in Section 6.2 or termination elsewhere in this Agreement, neither Parent nor Acquisition Sub shall have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Subsidiaries or any applicable waiting periodof the Acquired Corporations to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries or any of the Acquired Corporations to take or agree to take) any other action or agree (or cause any of its Subsidiaries or any of the Acquired Corporations to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; or (ii) increase to contest any Legal Proceeding relating to the risk of Offer or the Merger or any Governmental Body entering an order prohibiting the consummation of the other Contemplated Transactions.

Regulatory Approvals. (a) Each Party shall, The applicable Parties have filed with the United States Federal Trade Commission and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after United States Department of Justice the date of this Agreement, all applications, notices, reports, filings and other documents reasonably notification required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder (the “HSR Act”) with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Acttransactions contemplated herein. Each Party shall (i) promptly supply reasonably cooperate with and use commercially reasonable efforts to assist the other with any information which may be required in order respect to effectuate such filings, (ii) submit applications and negotiations. Each Party shall promptly inform the other Parties of any additional information which may be reasonably requested by oral communication, and provide copies of written communications, with any Governmental Authority regarding any such filings. None of the Parties shall independently participate in any substantive meeting with any Governmental Body, and (iii) coordinate with the other Party Authority in making respect of any such filings or information submissions pursuant other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. Any Party may, as it deems advisable and in connection with the foregoing that may be necessary, properreasonably designate any competitively sensitive material provided to the other under this Section 3.02 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or advisable directors of such Party, unless express written permission is obtained in order to consummate and make effective advance from the Contemplated Transactionssource of the materials. (b) Without limiting The Parties shall use commercially reasonable efforts to cooperate and eliminate each and every impediment under the generality of anything contained HSR Act or any other antitrust, competition or merger control Law that is asserted by any Governmental Authority or any other Person so as to enable the Parties to consummate the transactions contemplated hereby as soon as practicable; provided that nothing in this Section 5.43.02 shall require the Parties to offer, in connection with its efforts propose, negotiate, agree to, commit to obtain all requisite approvals and authorizationseffect, and the expiration by consent decree, hold separate order or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Lawotherwise, each Party hereto shall use its reasonable best efforts to (i) cooperate with the divestitures, sales, transfers or other dispositions of, licenses of, or hold separate or similar arrangements with respect to any investigation businesses, assets or other inquiry; interests, (ii) promptly provide the termination, amendment, assignment or creation of relationships, contractual rights or obligations, ventures or other arrangements, (iii) any change to or restriction on the other a copy conduct of all communications received by such Party frombusiness, including restrictions on the ability to manage, operate or given by such Party toown any assets, product lines, businesses or interests, (iv) any Governmental Body, in each case regarding modification or waiver of the Contemplated Transactionsterms and conditions of this Agreement; and (iiiv) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other mannerchange or restructuring and other actions and non-actions with respect to businesses, any Person assets or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsinterests.

Regulatory Approvals. (a) Each Party shall, The Company and shall cause Parent each agree to use its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things as may be necessary under federal or state securities laws or the HSR Act or Foreign Merger Laws applicable to or necessary for, and will file or otherwise submit, as soon as reasonably practicable after and, if appropriate, use its best efforts to have declared effective or approved all documents and notifications with the date of this Agreement, all applications, notices, reports, filings SEC and other documents reasonably required to be filed by such Party governmental or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to regulatory bodies (including, without limitation, the Contemplated TransactionsFDA and equivalent foreign regulatory bodies, and other foreign regulatory bodies that administer Foreign Merger Laws, and any foreign labor councils or bodies as may be required) that they deem necessary or appropriate for, the consummation of the Merger and the transactions contemplated hereby, and each party shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply give the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, other party pertaining to it and (iii) coordinate with the its subsidiaries and affiliates to enable such other Party in making any party to take such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactionsactions. (b) Without limiting Although the generality of anything contained in this Section 5.4parties do not anticipate any legislative, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration administrative or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide judicial objection to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views consummation of the other in connection with Merger or any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required transactions contemplated by this Agreement, prior each of the Company, Parent and Merger Subsidiary agrees to Closinguse its best efforts vigorously to contest and resist any action, neither the Company nor Parent shallincluding legislative, administrative or judicial action, and shall cause its Affiliates not toto have vacated, acquire lifted, reversed or agree to acquire by merging overturned any decree, judgment, injunction or consolidating withother order (whether temporary, preliminary or by purchasing a substantial portion of the assets of permanent) (an "Order") that is in effect and that restricts, prevents or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting prohibits the consummation of the Contemplated TransactionsMerger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing available avenues of administrative and judicial appeal. Each of the Company, Parent and Merger Subsidiary also agrees to use its best efforts to take any and all actions necessary to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental antitrust authority or any other party so as to enable the parties to close by the date specified in Section 7.1(b) the transactions contemplated hereby, including without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of such assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation by the date specified in Section 7.1(b) of all or any material part of the transactions contemplated hereby. Notwithstanding the foregoing or anything herein to the contrary, in no event shall Parent be required under this Section 5.10 to make arrangements for or to effect the sale, cessation, or other disposition of product lines or businesses or take any action materially adverse to Parent.

Regulatory Approvals. (a) Each If an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Secured Party shallmay reasonably request in order to transfer and assign to the Secured Party, and shall cause its ultimate parent entity (or to such one or more third parties as the Secured Party may designate, or to a combination of the foregoing, each Governmental Approval of such term is defined in Obligor. To enforce the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date provisions of this Agreementsubsection, all applicationsupon the occurrence and during the continuance of an Event of Default, noticesthe Secured Party is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, reportsand, filings and other documents reasonably required if such Obligor shall refuse to authorize the transfer, its approval may be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Actcourt. Each Party Upon the occurrence and continuance of an Event of Default, such Obligor shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall further use its reasonable best efforts to (i) cooperate assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the other with respect to Governmental Authority of such Obligor’s portion of any investigation necessary or other inquiry; (ii) promptly provide to appropriate application for the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views approval of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance transfer or assignment of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by (including any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation Governmental Approval) of such acquisitionObligor. Because each Obligor agrees that the Secured Party’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, merger or consolidation would reasonably such Obligor agrees that the covenants contained in this subsection may be expected specifically enforced, and such Obligor hereby waives and agrees not to (i) impose assert any delay in the obtaining of, or significantly increase the risk defenses against an action for specific performance of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionssuch covenants.

Regulatory Approvals. (a) Each Party shall, of Azoff Management and the MSG Parties shall (a) make or cause its ultimate parent entity (as such term is defined in to be made all filings required of each of them or any of their Affiliates under the HSR Act) to, use reasonable best efforts Act or other Antitrust Laws with respect to file or otherwise submit, the transactions contemplated hereby as soon promptly as practicable and, in any event, within ten (10) days after the date of this AgreementAgreement in the case of all filings required under the HSR Act, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from the FTC, the Antitrust Division of the Department of Justice (the “Antitrust Division”) or any other Government Antitrust Authority in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of drafts of all applicationsprepared filings to the non-filing parties prior to filing and considering all reasonable additions, notices, reports, filings deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to inquiry of any Governmental Body Government Antitrust Authority under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its commercially reasonable efforts to furnish to each other all information requested by the Contemplated Transactionsother party that is reasonably required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with provide copies of written communications with, any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making Government Authority regarding any such filings or information submissions pursuant any such transaction. No party hereto shall independently participate in any formal meeting with any Government Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Government Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto or its Affiliates relating to proceedings under the foregoing that may be HSR Act, other Antitrust Laws or other applicable Law. Any party may, if it reasonably deems it advisable and necessary, properdesignate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or advisable directors of the recipient, unless express written permission is obtained in order to consummate and make effective advance from the Contemplated Transactionssource of the materials. (b) Without limiting the generality of anything contained in this Section 5.4Each party shall use, in connection with and cause its Affiliates to use, commercially reasonable efforts to obtain all requisite approvals and authorizationsresolve such objections, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under if any, as may be asserted by any Government Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other Authority with respect to any investigation or other inquiry; the transactions contemplated by this Agreement (iian “Antitrust Objection”) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). Each party shall use, and cause its Affiliates to use, commercially reasonable efforts to take such actions as may be required to cause the expiration of the waiting or notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall require a party or any of its Affiliates to take any of the following actions, and none of Azoff Management, MSG Member nor Newco will offer, agree to take or take any of the following actions without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating them, in each case in response to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to Antitrust Objection (i) impose extend any delay in such waiting or notice period or agree with any Government Entity not to consummate any of the obtaining transactions contemplated hereby, (ii) sell, license or otherwise dispose of, or significantly increase the risk of not obtaininghold separate and agree to sell, license or otherwise dispose of, any authorizationsinvestments, consentsassets, ordersoperations, declarations facilities or approvals businesses, (iii) terminate, amend or assign any existing, or enter into any new, relationships, contractual rights or obligations, licenses or Contracts or (iv) agree to any changes to or restriction on, or other impairment of any Governmental Body necessary ability to consummate own or operate, any such investments, assets, operations, facilities or businesses or interests therein or any Person’s ability to vote, transfer, receive distributions or otherwise exercise full ownership rights with respect to the Contemplated Transactions membership interests in Newco or the expiration or termination equity of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsother Person.

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this AgreementAgreement but no later than required by applicable Law, all applications, notices, reports, filings reports and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body Authority with respect to the Merger and the other Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate Authority. Each Party shall utilize reasonable best efforts to cooperate fully with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts promptly seeking to obtain all requisite approvals and such required consents, authorizations, orders and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party approvals. The Parties hereto shall not take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. The Parties shall each use its their reasonable best efforts to (i) cooperate with resist any assertion that the other Contemplated Transactions constitute a violation of antitrust or merger control Laws, rules or regulations. All filing fees which are due and owing upon respective filings under antitrust or merger control Laws shall be shared equally between the Company and Innovate. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority with respect to any investigation or other inquiry; (ii) promptly provide to in connection with this Agreement, the Merger and the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) Transactions shall be disclosed to the extent not prohibited under applicable Antitrust Law, permit counsel for the other to review Party hereunder in advance of any communication given by filing, submission or attendance, it to any Governmental Body concerning being the Contemplated Transactionsintent that the Parties will consult and cooperate with one another, and consider in good faith the views of the other one another, in connection with any proposed written communications by such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (a) remove personally sensitive information, (b) remove references concerning the valuation of the Company and its Subsidiaries or Innovate and its Subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (c) comply with contractual arrangements, (d) prevent the loss of a legal privilege or (e) comply with applicable Law. To the extent reasonably practicable, each Party shall give notice to counsel for the other party with respect to any meeting, discussion, appearance or contact with any Governmental Body concerning Authority or the staff or regulators of any Governmental Authority with respect to the Merger and the other Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give such notice being sufficient to provide the other or its outside counsel party with the opportunity to attend and participate in such meetings and conferences unless prohibited by meeting, discussion, appearance or contact. In the applicable Governmental Body; providedevent that any Legal Proceeding is commenced challenging the Merger or any of the other Contemplated Transactions under antitrust, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangementscompetition or merger control Laws, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Lawsuch Legal Proceeding seeks, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining ofseek, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting prevent the consummation of all or part of the Merger or the other Contemplated Transactions, the Parties shall cooperate with each other and use their respective reasonable best efforts to contest any such Legal Proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Contemplated Transactions; provided that nothing in this sentence shall require any Party to divest any assets it owns as of the date hereof to the extent such divestiture would have a material and adverse effect on the businesses of the combined company following consummation of the Merger, taken as a whole. The Company shall file (if not previously filed) the OCS Notice with the OCS as required to be made in connection with the contemplated transaction and Innovate shall execute and deliver to the Company an undertaking required under the Innovation Law.

Regulatory Approvals. (a) Each Party shallParent and where applicable the Company shall (i) make or cause to be made the registrations, declarations and shall cause its ultimate parent entity (as filings required of such term is defined in party under the HSR ActAct and any other Antitrust Law listed in Schedule 7.4 (“Antitrust Filings”) to, use reasonable best efforts with respect to file or otherwise submit, the transactions contemplated by this Agreement as soon promptly as reasonably practicable and advisable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file Agreement (but in no event later than ten five (105) Business Days thereafter from the Notification execution of this Agreement), and Report Forms required any filing fees associated therewith shall be paid by Parent and such initial filings from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly agree not to extend any additional information which may waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other party not to be reasonably requested by any such Governmental Bodyunreasonably withheld, and conditioned or delayed, (iii) coordinate with subject to applicable Law, furnish to the other Party in making party as promptly as reasonably practicable all information required for any such filings application or information submissions other filing to be made by the other party pursuant to and any applicable Law in connection with the foregoing transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be necessaryrequested by, properthe Antitrust Division of the U.S. Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”), or advisable by any other Governmental Body in order respect of such Antitrust Filings, this Agreement, or the transactions contemplated hereby, (v) promptly notify the other party of any material communication between that party and the FTC, the DOJ, or any other Governmental Body in respect of any Antitrust Filings or investigation, inquiry or other Proceeding relating to consummate this Agreement, the transactions contemplated hereby and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, any material communication received or given in connection with its efforts any Proceeding by a private party relating to obtain all requisite approvals and authorizationsthe transactions contemplated hereby, and the expiration or termination of all (vi) subject to applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate discuss with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other party (and its counsel) to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactionsadvance, and consider in good faith the views of other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, or any other Governmental Body or, in connection with any proposed written communications Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ, or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give gives the other or its outside counsel party the opportunity to attend and participate in such meetings meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and conferences unless prohibited by communications between them and their Affiliates on the applicable one hand, and the FTC, the DOJ, or any other Governmental Body; providedBody or members of their respective staffs on the other hand, that materials required with respect to be provided pursuant any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning Agreement, or the valuation of either Party, (B) comply with contractual arrangements, transactions contemplated hereby and (Cix) preserve attorney-client privilege. Neither Party shall commit to or agree act in good faith and reasonably cooperate with the other party in connection with any Antitrust Filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating or any other Antitrust Law with respect to any such Antitrust Filing, this Agreement or the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feestransactions contemplated hereby. (cb) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, In furtherance and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion in limitation of the assets of or equity inforegoing, or by Parent shall take any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected and all steps necessary to (i) impose resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, Antitrust Law or (ii) increase avoid the risk of entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Governmental Body entering an decree, order prohibiting or judgment that would prevent, prohibit, restrict or delay the consummation of the Contemplated Transactionstransactions contemplated hereby, so as to enable the parties hereto to close the transactions contemplated hereby expeditiously. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license, or otherwise take or commit to take actions that after the Closing Date would limit Parent’s freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, product lines, or services of Parent, the Company, and Parent’s Subsidiaries or any interest or interests therein. In addition, Parent shall defend through litigation on the merits any claim asserted in court by any Governmental Body in order to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing prior to the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Regulatory Approvals. (a) Each Party To the extent that any regulatory or other approvals shall be necessary to effect and perform any of the provisions of this Agreement or any of the Related Agreements, the parties hereto shall use their best efforts to obtain such approvals prior to the date upon which not obtaining such approvals would result in a default of such party’s obligations hereunder. If such approvals have not been obtained by such date, then each party hereto shall not be deemed to be in default of its obligations hereunder so long as such party is in good faith diligently using its best efforts to obtain such approvals as soon as practicable. To the extent that any such regulatory approval is not obtained within a reasonable period of time after such date, Liberty Mutual and Agency Markets shall in good faith use their best efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision. (b) Prior to the First Trigger Date, Liberty Mutual shall, and shall cause the other members of the Liberty Mutual Affiliated Group to, and Agency Markets shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) Subsidiaries to, use commercially reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, assistance making any required filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by obtaining any required approvals or non-disapprovals from, the applicable insurance regulators in connection with any agreements for affiliate transactions, whether such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall transactions are between (i) promptly supply members of the Liberty Mutual Affiliated Group, on the one hand, and Subsidiaries of Agency Markets, on the other with any information which may be required in order to effectuate such filings, hand or (ii) submit promptly two (2) or more Subsidiaries of Agency Markets (to the extent the agreement is approved by Liberty Mutual, if required), including any additional information which may services agreements to be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and entered into in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality transfer of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided Agency Markets Dedicated Employees pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees4.2. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallWithout prejudice to the provisions set forth in Clauses 5.7 and 5.8 above, and shall cause its ultimate parent entity (as such term is defined in the HSR Actevent of a final decision issued by ▇▇▇▇ and/or BACEN not approving the Operation in connection with this Agreement, the provisions set forth in Clause 11.2(ii) toshall be adopted; however, use reasonable best efforts provided that, in the event ▇▇▇▇ and/or BACEN has bound the approval of the Operation to file the compliance with or otherwise submitperformance of, as soon as practicable after however the date case may be, measures (in terms of structure or behavior), obligations or commitments that are not deemed Material Changes, the Parties and/or the Intervening Consenting Parties or the other signatories of this Agreement, all applicationshowever the case may be, noticesas deemed responsible for the performance of such measures, reportsobligations or commitments, filings shall implement them under the terms and other documents reasonably required to be filed conditions established by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any the Governmental Body with respect Authority, for the purposes of obtaining of the regulatory approvals, not subject to the Contemplated Transactionstermination of the Agreement or any other adjustment to the Closing Acquisition Price. In the event the decision issued by ▇▇▇▇ and/or BACEN has bound the approval of the Operation to the performance of or compliance with, however the case may be, the conditions deemed Material Changes, the Easynvest Shareholders, holding more than sixty-five percent (65%) of the Easynvest Shares on the Signature Date and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4Investor shall, in connection with its efforts to obtain all requisite approvals and authorizationsgood faith, and discuss the expiration possible performance of such measures, obligations or termination of all applicable waiting periods for commitments, by undertaking the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with focused on the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views completion of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated TransactionsOperation, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; providedtaking into consideration, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreementif an agreement is not achieved after the undertaking of reasonably commercial efforts, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion any of the assets of or equity inParties may terminate this Agreement under the terms set forth in Clause 11.2(ii) below. Under any circumstance, or by any other manner, any Person or portion thereof, or otherwise acquire or agree in the event the Party subject to acquire any assets, if the entering into of an agreement relating to or the consummation performance of such acquisitionconditions (or is directly or indirectly impacted by the performance of such conditions) has elected, merger or consolidation would reasonably be expected at the Party’s exclusive discretion, to (iaccept the conditions imposed by ▇▇▇▇ and/or BACEN, however the case may be, so that the Operation is approved by the respective body, the provisions set forth in Clause 11.2(ii) impose any delay in the obtaining of, or significantly increase the risk of below are not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsapplicable.

Regulatory Approvals. (a) Each Party shallDuring the Interim Period, the Parties will, in order to consummate the transactions contemplated hereby and shall cause its ultimate parent entity (as such term except to the extent a different standard is defined specified in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date another applicable provision of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) proceed diligently and in good faith and use best efforts, as promptly supply as practicable in accordance with Section 7.4(c), to obtain the other with any information which may be Consents and Filings listed in Section 3.5(b) of the Company Disclosure Schedule and Sections 4.3(b) and 5.5(b) of the Parent Disclosure Schedule, and to make all required in order filings with, and to effectuate such filingsgive all required notices to, the applicable Governmental Entities, (ii) submit promptly any additional information which may take, or cause to be reasonably requested by any such Governmental Bodytaken, all appropriate action and (iii) coordinate with the other Party in making any such filings do, or information submissions pursuant cause to and in connection with the foregoing that may be done, all things necessary, proper, proper or advisable in order under applicable Law or otherwise to consummate and make effective the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement (including satisfying any of the conditions set forth in Article VIII as promptly as practicable), and (iii) cooperate in good faith with the applicable Governmental Entities or other Persons and provide promptly such other information and communications to such Governmental Entities or other Persons as such Governmental Entities or other Persons may reasonably request in connection therewith. The Company shall not consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Without limiting During the generality of anything contained in this Section 5.4Interim Period, in connection with its efforts the Parties will provide prompt notification to obtain all requisite approvals and authorizationseach other when any such approval referred to in (a) is obtained, taken, made, given or denied, as applicable, and will advise each other of any material communications with any Governmental Entity or other Person regarding any of the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Lawtransactions contemplated by this Agreement, each Party hereto shall use its reasonable best efforts to including (i) cooperate giving the other Parties prompt notice of the making or commencement of any material, written request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement; and (ii) keeping the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding. Subject to applicable Laws relating to the exchange of information, and unless prohibited by the reasonable request of any Governmental Entity, Parent shall have the right to review and approve in advance and the Company shall have the right to review in advance, and, to the extent practicable, each will consult with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; on and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with, any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal (including all of the information relating to Ultimate Parent, Parent or the Company, as the case may be, and any of their respective subsidiaries, that appears in any filing) made with, or written materials submitted to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any proposed such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any material, written communications by such Party document, opinion or proposal made or submitted to any Governmental Body concerning the Contemplated TransactionsEntity in connection with such request, inquiry, investigation, action or legal proceeding. Ultimate Parent, Parent and consult with each other in advance of any meeting or telephone or video conference withMerger Sub shall, any Governmental Bodysubject to and without limiting Ultimate Parent's, Parent's and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to Merger Sub's obligations under this Section 5.4(b) may 7.4, be restricted permitted to outside counsel implement its strategy and redacted otherwise pursue its position as to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to which it has (i) impose any delay consulted with the Company and taken the Company's views into account in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or good faith and (ii) increase developed, implemented and pursued with a view to obtaining any necessary clearances pursuant to antitrust Laws as promptly as practicable (and in any event by the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.End

Regulatory Approvals. (a1) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as As soon as reasonably practicable after the date of this Agreementhereof each Party, or where appropriate, the Parties jointly, shall make all applicationsnotifications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such applications and submissions with Governmental Body, and (iii) coordinate with the other Party in making any such filings Entities required or information submissions pursuant to and advisable in connection with the foregoing that may be necessaryRegulatory Approvals, properincluding the Exchange Approvals, or advisable in order and shall use its commercially reasonable efforts to consummate obtain as soon as reasonably practicable and make effective maintain the Contemplated TransactionsRegulatory Approvals, including the Exchange Approvals. (b2) Without limiting The Parties shall cooperate with one another in connection with obtaining the generality Regulatory Approvals, including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the opinion of anything contained in this Section 5.4a Party, acting reasonably, advisable, in connection with its obtaining the Regulatory Approvals and use their commercially reasonable efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other ensure that such information does not contain a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Mergermisrepresentation; provided, however, that each nothing in this provision shall require a Party shall bear to provide information that is not in its own legal feespossession or not otherwise reasonably available to it. (c3) Except The Parties shall (i) cooperate with and keep one another fully informed as required to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals and shall promptly notify each other of any material communication from any Governmental Entity in respect of the Arrangement or this Agreement, (ii) respond, as soon as reasonably practicable, to any reasonable requests for information from a Governmental Entity in connection with obtaining a Regulatory Approval, and (iii) not make any submissions or filings to any Governmental Entity related to the transactions contemplated by this Agreement, prior or participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, submissions, investigations or other inquiries or matters related to Closingthe transactions contemplated by this Agreement, neither unless it consults with the Company nor Parent shallother Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party a reasonable opportunity to review drafts of any submissions or filings (and will give due consideration to any comments received from such other Party) and to attend and participate in any communications. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts and final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. (4) Engine Gaming and GameSquare will not, and shall cause its Affiliates will not permit any of their respective Subsidiaries to, acquire or agree to acquire acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereofPerson, or otherwise acquire or agree to acquire any assetsassets or equity, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would at the time of entry into such agreement, reasonably be expected to (i) impose any delay in the obtaining of, or significantly materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals likelihood of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body Entity entering an order Order prohibiting the consummation of the Contemplated Transactionstransactions contemplated by this Agreement or (ii) prevent, materially impede or materially delay the receipt of the Exchange Approvals. (5) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law or as not satisfying any applicable legal text under a Law necessary to obtain the Regulatory Approvals, the Parties shall use their commercially reasonable efforts consistent with the terms of this Agreement to resolve such objection or proceeding, as the case may be, so as to allow the Effective Time to occur on or prior to the Outside Date. (6) Notwithstanding anything to the contrary in this Agreement, no Party is permitted or required to divest or to offer to divest any of their assets or properties or to agree to any behavioural remedy, undertaking, commitment, or restriction on the operations of Engine Gaming or GameSquare in order to secure any Regulatory Approval except with the express consent of both Engine Gaming and GameSquare.

Regulatory Approvals. (a) Each Party shallSubject to Section 6.4, each Seller will, and shall will cause its ultimate parent entity (as such term is defined in the HSR Act) Subsidiaries to, (i) make or cause to be made all filings and submissions required to be made by Seller under any applicable Laws for the consummation of the Transactions, if any, (ii) cooperate with Purchaser in exchanging such information and providing such assistance as Purchaser may reasonably request in connection with any filings required to be made by the Purchaser Group pursuant to Section 6.3(b), and (iii)(A) supply promptly any additional information and documentary material that may be requested in connection with the filings made pursuant to this Section 6.3(a) or Section 6.3(b) and (B) use reasonable best efforts to file take all actions necessary to obtain all required clearances in connection with such filings. (b) Subject to Section 6.4, Purchaser will, and will cause its Affiliates and Advisors to, (i) make or otherwise submit, as soon as practicable after the date of this Agreement, cause to be made all applications, notices, reports, filings and other documents reasonably submissions required to be filed made by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to member of the Contemplated Purchaser Group under any applicable Laws for the consummation of the Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filingsif any, (ii) submit promptly cooperate with any additional Seller in exchanging such information which and providing such assistance as any Seller may be reasonably requested request in connection with any filings made by any such Governmental BodySeller pursuant to Section 6.3(a), and (iii) coordinate with the other Party in making (A) supply promptly any such filings or additional information submissions pursuant to and documentary material that may be requested in connection with the foregoing that may be necessary, proper, or advisable in order filings made pursuant to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals 6.3(b) or Section 6.3(a) and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall (B) use its reasonable best efforts to (i) cooperate with the other with respect take all actions necessary to any investigation or other inquiry; (ii) promptly provide to the other a copy of obtain all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesclearances. (c) Except as required by this AgreementNotwithstanding anything to the contrary herein, prior to Closing, neither the Company nor Parent Purchaser shall, at Purchaser’s sole cost and expense, prepare, submit and diligently prosecute applications, filings, submissions and other documents for the transfer, assignment or reissuance to Purchaser of any Permits required under Law (including Environmental Law), and Sellers shall cause its Affiliates not toreasonably cooperate with Purchaser obtain the relevant issuing agency’s approval of the transfer, acquire or agree to acquire by merging or consolidating withassignment, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation revocation and reissuance of such acquisitionPermits. (d) This Section 6.3 shall not apply to efforts related to Antitrust Laws, merger or consolidation would reasonably which shall be expected to (i) impose any delay governed by the obligations set forth in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsSection 6.4 below.

Regulatory Approvals. (a) Each Party shallSubject to Sections 5.3(c) and 5.3(d), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Sections 5.3(c) and 5.3(d), Parent and the Company (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may requested in connection with such filings and notices, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be reasonably requested obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any such Governmental Bodyof the other Contemplated Transactions, and (iii) coordinate with shall use commercially reasonable efforts to oppose or to lift, as the case may be, any restraint, injunction or other Party in making any legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filings or information submissions pursuant to filing made, each such notice given and in connection with each such Consent obtained by the foregoing that may be necessary, proper, or advisable in order to consummate and make effective Company during the Contemplated TransactionsPre-Closing Period. (b) Without limiting the generality of anything contained in Section 5.3(a), the Company and Parent shall, promptly after the date of this Section 5.4Agreement, prepare and file the notifications, if any, required under any applicable Antitrust Laws or regulations in connection with its efforts the Merger. The Company and Parent shall respond as promptly as practicable to obtain all requisite approvals any inquiries or requests received from any Governmental Body in connection with antitrust or related matters. Each of the Company and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto Parent shall use its reasonable best efforts to (i1) cooperate with give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any investigation of the other Contemplated Transactions, (2) keep the other party informed as to the status of any such Legal Proceeding or other inquiry; threat, and (ii3) promptly provide to inform the other a copy party of all communications received by such Party from, any material communication concerning Antitrust Laws to or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to from any Governmental Body concerning regarding the Contemplated TransactionsMerger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of the other one another, in connection with any proposed written communications by such Party analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the any Antitrust Law. Subject to the foregoing, Parent shall be principally responsible for and in control of the process of dealing with any Governmental Body concerning the Contemplated Transactionseffect of applicable Antitrust Laws on the transaction contemplated by this Agreement. In addition, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless except as may be prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to stayany foreign, toll federal or extend state antitrust or fair trade law or any applicable waiting period under applicable Antitrust Lawother similar Legal Proceeding, or pull and refile under the HSR Act, without the prior written consent each of the other. Company and Parent and the Company shall each pay one-half will permit authorized Representatives of the filing fee under the HSR Act other party to be present at each meeting or conference relating to the HSR filing required for the Merger; providedany such Legal Proceeding and to have access to and be consulted in connection with any document, however, that each Party shall bear its own legal feesopinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. (c) Except as required by this AgreementAt the request of Parent, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging divest, sell, dispose of, hold separate or consolidating with, otherwise take or by purchasing a substantial portion commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to retain any of the businesses, product lines or assets of the Company or equity inany of its Subsidiaries, or by provided that any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting action is conditioned upon the consummation of the Contemplated TransactionsMerger. (d) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose, transfer or hold separate, or cause any of its Subsidiaries to dispose, transfer or hold separate any assets or operations, or to commit or to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; or (iii) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations.

Regulatory Approvals. (a) Each The Company and Parent covenant and agree to proceed diligently, in a coordinated fashion, to apply for and seek to obtain the Regulatory Approvals. (b) Subject to Section 5.5(c), Parent and the Company shall take all actions necessary to cause the filings, applications, notices and submissions required by the Parties and their respective Subsidiaries to obtain all Regulatory Approvals to be made as promptly as reasonably practicable. The Parties further agree to: (i) comply at the earliest practicable date with any request for additional information received by any Party shallor its Subsidiaries, from any Governmental Entities, in connection with obtaining any Regulatory Approval; and (ii) to cooperate with each other in connection with their respective filings with respect to obtaining any Regulatory Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity. For greater certainty, each Party agrees that from the date hereof until the earlier of (i) the Effective Date; and (ii) this Agreement having been terminated pursuant to its terms, it shall use commercially reasonable efforts, and shall cause its ultimate parent entity (as such term is defined in Subsidiaries to use their commercially reasonable efforts, to obtain the HSR Act) to, use reasonable best efforts to file or otherwise submit, Regulatory Approvals as soon as practicable after reasonably practicable, and, without limitation, it shall, and, where appropriate, shall cause its Subsidiaries to: (i) effect all necessary or appropriate registrations, filings, notifications, applications and submissions of information required by Governmental Entities from such party or any of its Subsidiaries, including the date notifications set out in the Company Data Room; (ii) provide the other Party with copies of this Agreementany submissions, filings or additional information in advance, and a reasonable opportunity to comment on all applications, notices, reportssubmissions, filings and other documents reasonably required information supplied to be or filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4Entity, in connection with its efforts obtaining any Regulatory Approval (except for notices and information which the disclosing party, acting reasonably, considers highly confidential and competitively sensitive, which then shall be provided on an outside counsel only basis to obtain all requisite approvals and authorizations, and external counsel of the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to other Party); (iiii) cooperate with in the preparation of any response by the other with respect Party to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications request for additional information received by such other Party fromor its Subsidiaries, or given by such Party to, from any Governmental BodyEntities, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with obtaining any proposed written communications by Regulatory Approval; and (iv) effect such Party to any Governmental Body concerning the Contemplated Transactions, presentations and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in assist at such meetings and conferences unless prohibited by the applicable with or public hearings of Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) Entities as may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required appropriate for the Merger; provided, however, that each Party shall bear its own legal feespurpose of obtaining the Regulatory Approvals. (c) Each Party covenants and agrees in favour of the other Party that, from the date hereof until the earlier of (i) the Effective Date; and (ii) the date this Agreement is terminated pursuant to its terms, it will not initiate or enter into any substantive discussions or hold meetings with Governmental Entities in relation to the Arrangement and/or the Regulatory Approvals, without the presence or prior approval (not to be unreasonably withheld) of the other Party. Except as required for proxies and other non-substantive communications with Company Securityholders, each of the Company and Parent shall furnish promptly to the other party a copy of each notice, report, schedule or other documents delivered, filed or received by such party from significant Company Securityholders or regulatory agencies in connection with: (i) the Arrangement; (ii) the Company Meeting; (iii) any filings under applicable Laws in connection with the transactions contemplated by this Agreement; and (iv) any dealings with regulatory agencies or other governmental authorities in connection with the transactions contemplated by this Agreement (d) For purposes of this Agreement, no Regulatory Approval shall be considered to have been obtained unless it is on terms satisfactory to each of the Parties acting reasonably, provided however that any undertakings, terms and conditions required to be offered, accepted and agreed to by Parent in accordance with the requirements of Section 5.5 are deemed to be satisfactory to each of the Parties. In addition, no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation has been instituted or threatened after the granting of any Regulatory Approval and remains outstanding or subject to final judgment or adjudication prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion filing of the assets Articles of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation Arrangement and receipt of the Contemplated TransactionsCertificate of Arrangement. (e) All filing and similar fees paid to Governmental Entities associated with obtaining any Regulatory Approval shall be shared equally by the Parties.

Regulatory Approvals. Subject to the terms of this Section 6.4(b) and Section 6.4(d), the Company and Parent shall cooperate with each other and use (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Acttheir respective Subsidiaries to use) to, use their respective reasonable best efforts to (x) file or otherwise submit, with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as soon as practicable after required by the HSR Act promptly following the date of this Agreement; and (y) file comparable pre-merger or post-merger notification filings, all applications, notices, reports, filings forms and other documents reasonably required to be filed by such Party or its ultimate parent entity submissions with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body Authority that are required by other applicable Antitrust Laws or Foreign Investment Laws or that are, in the reasonable judgment of Parent, advisable in connection with respect to the Contemplated TransactionsMerger. Each of the Company and Parent, as applicable, shall (and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall cause their respective Subsidiaries to): (i) promptly cooperate and coordinate with the other in the making of the filings referenced in this Section 6.4(b); (ii) use its respective reasonable best efforts to supply the other with any information which that may be required in order to effectuate make such filings, ; (iiiii) submit promptly use its respective reasonable best efforts to supply any additional information which that reasonably may be reasonably required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions.filing is made; (biv) Without limiting the generality of anything contained in this Section 5.4, in connection with use its respective reasonable best efforts to obtain take all requisite approvals and authorizations, and action necessary to (1) cause the expiration or termination of all the applicable waiting periods for pursuant to the Contemplated Transactions under HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger; and (2) obtain any required consents pursuant to any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation Laws or other inquiry; (ii) promptly provide Foreign Investment Laws applicable to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental BodyMerger, in each case regarding as soon as practicable, and in any event prior to the Contemplated TransactionsOutside Date; (v) contest, defend and appeal any legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger; and and (iiivi) prior to independently participating in any meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such filings or any investigations or other inquiries relating thereto, to the extent not reasonably practicable, provide notice to the other party of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Parent shall, after good faith consultation with the Company and after considering, in good faith, the Company’s views and comments, control and lead all communications, negotiations, timing decisions, and strategy on behalf of the parties relating to any approval under the Antitrust Laws or Foreign Investment Laws and any litigation matters pertaining to the Antitrust Laws or Foreign Investment Laws applicable Antitrust Lawto the Merger, and the Company shall take all reasonable actions to support Parent in connection therewith. Each of the Company and Parent will permit the other party and its Representatives to review in advance any written communication given proposed to be made by it such party to any Governmental Body concerning Authority regarding the Contemplated Transactions, Merger and will consider in good faith the views of the other party and promptly inform the other party of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If any proposed written communications by such Party to party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Body concerning Authority with respect to the Contemplated TransactionsMerger pursuant to the HSR Act or any other Antitrust Laws or Foreign Investment Laws applicable to the Merger, then such party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and consult after consultation with each the other parties, an appropriate response in advance of any meeting compliance with such request. Parent shall not (i) withdraw, or telephone offer or video conference withcommit to withdraw, any Governmental Body, and give the other filing or its outside counsel the opportunity to attend and participate notification described in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b6.4(b)(x) may be restricted to outside counsel and redacted to or (Ay) remove references concerning the valuation of either Party, or (Bii) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body Authority to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR ActAct or not consummate the transactions contemplated by the Agreement, in each case, without the prior written consent of the otherCompany (not to be unreasonably withheld, conditioned or delayed). Parent Each party will bear its own costs of preparing its own pre-merger notifications and the Company shall each pay one-half of the filing fee similar filings and notices in other jurisdictions and related expenses incurred to make or obtain any approval, clearance or notice under any applicable Antitrust Law (including under the HSR Act relating to the HSR filing required Act), Foreign Investment Law or other applicable Law. Parent will be responsible for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion payment of the assets of applicable filing fees associated with any such Antitrust Laws or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsForeign Investment Laws.

Regulatory Approvals. (a) Each Party shallSubject to the terms and conditions of this Agreement, each of the Company and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under any Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental or Regulatory Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining as promptly as practicable and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental or Regulatory Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, for avoidance of doubt, all Company Required Approvals and Purchaser Required Approvals. (b) Each of the Company and the Purchaser (i) shall cause consult and cooperate with the other Party in connection with the preparation of any of the filings and other documents described in Section 4.9(a) prior to their filing, (ii) shall furnish to the other Party such necessary information and reasonable assistance as the other Party may request in connection with its ultimate parent entity preparation of any such filing or other document, (iii) shall keep the other Party apprised of the status of any correspondence, filings and other communications with, and any inquiries or requests for additional information from, any Governmental or Regulatory Authority concerning this Agreement and the transactions contemplated by this Agreement, and provide each other (or outside counsel, as appropriate) with copies of the foregoing to the extent in writing, (iv) shall not independently participate in any meeting, or engage in any substantive conversation, with any Governmental or Regulatory Authority concerning this Agreement or the transactions contemplated hereby without giving the other Party prior notice of the meeting or conversation and, unless prohibited by any such term is defined Governmental or Regulatory Authority, the opportunity to attend or participate, and (v) shall consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with the matters described in the HSR Actforegoing. (c) toIn furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make appropriate filings with the applicable Governmental or Regulatory Authority in respect of the Competition Approvals with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law and to use their commercially reasonable best efforts to file take all other actions necessary to cause the expiration or otherwise submit, termination of the applicable waiting periods (if any) thereunder as soon as practicable after practicable. The Purchaser shall be responsible for all filing fees in respect of the Competition Approvals. (d) Notwithstanding anything to the contrary contained in this Agreement, each of the Purchaser and the Company hereby agrees and acknowledges that none of this Section 4.9 nor any “efforts” standard hereunder shall require, or be construed to require, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, the Company to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to adversely impact the Company’s or any of its Subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to including the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance divestiture of any meeting assets or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesbusinesses. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (1) As soon as reasonably practicable after the date hereof, the Purchaser and the Company shall make all required or advisable notifications, registrations, filings, applications and submissions with Governmental Entities, shall promptly respond to any information requests by a Governmental Entity, and shall use their commercially reasonable efforts to obtain and maintain the Regulatory Approvals, so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). (2) Without limiting the generality of the foregoing, and unless the Purchaser and the Company agree otherwise: (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after within 10 Business Days of the date of this Agreement, all applications, notices, reports, filings the Purchaser and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and Company shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions Commissioner a request for an advance ruling certificate pursuant to and section 102 of the Competition Act or, in connection with the foregoing that may be necessaryalternative, proper, or advisable in order to consummate and make effective the Contemplated Transactions.a No Action Letter; and (b) Without limiting within 10 Business Days of the generality date of anything contained this Agreement, the Purchaser and the Company shall file with the Commissioner their respective complete pre-merger notification forms pursuant to section 114 of the Competition Act. (3) With respect to obtaining the Regulatory Approvals and the other matters identified in this Section 5.44.5, each of the Purchaser and the Company shall cooperate with one another and shall provide such assistance as the other Party may reasonably request in connection with its efforts to obtain all requisite approvals and authorizations, and obtaining the expiration Regulatory Approvals as soon as reasonably practicable from the date of this Agreement. In particular: (a) no Party shall extend or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect consent to any investigation or other inquiry; (ii) promptly provide to the other a copy extension of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting or review period under applicable Antitrust Lawor enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by the Arrangement, or pull and refile under the HSR Act, without except upon the prior written consent of the other. Parent other Party (consent not to be unreasonably withheld, conditioned or delayed); (b) the Parties shall exchange drafts of all submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings to be made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement, and to the extent not precluded by such Governmental Entity, give the other Party a reasonable opportunity to review and will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement, provided that (i) submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings to or with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable solicitor-client or other privilege or competitively sensitive information, provided that the Party must provide on an external counsel-only basis un-redacted versions of such written materials with any Governmental Entity on the basis that the redacted information will not be shared with the other Party, (ii) no Party shall be required to share with any other Party or their external counsel any highly commercially sensitive information, and (iii) the Parties shall restrict access to the filings required by Section 4.5(2) to their employees and outside counsel who have a need to know; (c) each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and, unless participation by a Party is prohibited by Law or by such Governmental Entity, shall provide the other Party with a reasonable opportunity to participate in such meetings; and (d) the Purchaser and the Company shall each pay one-half contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) which has the effect of making the transactions contemplated by the Arrangement illegal or otherwise prohibiting consummation of the filing fee under transactions contemplated by the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesArrangement. (c4) Except as required by Notwithstanding any requirement in this Agreement, prior in the case of a disagreement between the Parties over the strategy, tactics or decisions relating to Closingobtaining the Regulatory Approvals, neither the Purchaser shall, while considering the views and input of the Company nor Parent shallin good faith and acting reasonably, have the final and ultimate authority over the appropriate strategy, tactics and decisions related to obtaining the Regulatory Approvals. (5) The Purchaser shall cause its Affiliates not to, acquire or agree pay all filing fees (including any Taxes thereon) payable to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of Entity in connection with any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsRegulatory Approvals.

Regulatory Approvals. (a) Each Party shallAs soon as reasonably practicable following the execution and delivery of this Agreement, each of Parent and the Company shall file or cause its ultimate parent entity to be filed with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as such term is defined in required by the HSR ActAct (such filing to be made within fifteen (15) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after Business Days following the date of this Agreement), all applicationsas well as comparable pre-merger notification filings, noticesforms and submissions that are required in the Relevant Antitrust Jurisdictions. Subject to this Section 7.2, reportseach of Parent, filings Merger Sub and other documents reasonably required the Company shall use their reasonable best efforts to obtain clearance of the Merger by the Termination Date (as the same may be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactionsextended). (b) Without limiting, and subject to Section 7.2(c) and Section 7.2(d), each of Parent and the Company shall file no later than ten use their reasonable best efforts to (10a) Business Days thereafter cooperate and coordinate with the Notification and Report Forms required by other in the HSR Act. Each Party shall making of such filings, (ib) promptly supply the other with any information which that may be required in order to effectuate such filings, (iic) submit promptly supply any additional information which that reasonably may be reasonably required or requested by the FTC, the DOJ or the competition or merger control authorities of any such other jurisdiction and that Parent reasonably deems necessary and/or appropriate (d) promptly inform the other party or parties hereto, as the case may be, of any oral communication with and provide the other party with copies of any written communications to or from any Governmental BodyAuthority in the U.S. or any Relevant Antitrust Jurisdictions regarding the Merger or any other transactions contemplated by this Agreement (as well as a reasonable advance opportunity to review and comment upon, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with, any such written communications), and (e) to the extent practicable, (A) give the other party reasonable advance notice of all oral communications with any proposed Governmental Authority in the U.S. or any Relevant Antitrust Jurisdictions regarding the Merger or any other transactions contemplated by this Agreement, and (B) with respect to any oral communication, a reasonable opportunity to participate in such discussions, and, to the extent a party hereto does not participate in such discussions, the party having such discussions shall promptly provide such non-participating party with a summary of such discussions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, which shall include providing the other party with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other in connection with, any such written communications materials, an appropriate response in compliance with such request. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such Party outside counsel or outside Table of Contents economic consultants to any Governmental Body concerning employees, officers, or directors of the Contemplated Transactionsrecipient without the advance written consent of the party providing such materials. (c) Parent shall, on behalf of the parties, control and consult lead all communications and strategy relating to the Antitrust Laws and litigation matters relating to the Antitrust Laws (provided that the Company is not prohibited from complying with each other Applicable Law), subject to the notification and consultation provisions in this Section 7.2, good faith consultations with the Company in advance of any meeting or telephone or video conference with, any Governmental Bodydecisions about communications and strategy in connection with the Antitrust Laws and litigation matters relating thereto, and give the other or its outside counsel inclusion of the opportunity Company at meetings with Governmental Authorities involving substantive issues under Antitrust Laws, unless (but subject to attend the foregoing notification and participate good faith consultation provisions) the inclusion of the Company is reasonably determined by Parent in such meetings and conferences unless prohibited by good faith to be strategically detrimental to the applicable Governmental Body; providedultimate goal of obtaining clearance of the Merger under the Antitrust Laws. (d) Notwithstanding anything in this Agreement to the contrary, that materials Parent shall not be required to be provided pursuant agree (and the Company shall neither agree nor permit any of its Subsidiaries to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent (and the Company shall each pay one-half shall, if Parent so directs, agree, so long as such agreement is conditioned upon Closing)) to (A) the sale, divestiture, license or other disposition of any of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand, (B) the imposition of any limitation on the ability of Parent, the Surviving Corporation, or any of their respective Subsidiaries or Affiliates to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Surviving Corporation and its Subsidiaries, (C) payment of any consideration, relinquishment of any right or agreement to any modifications of existing contracts or entry into new contracts (other than the payment of customary filing fee and application fees) in connection with obtaining any waivers, consents, approvals from Governmental Authorities under the HSR Act relating to Antitrust Laws of any Relevant Antitrust Jurisdiction, or (D) the HSR filing required for imposition of any impediment on Parent, the MergerSurviving Corporation or any of their respective Subsidiaries or Affiliates under any Antitrust Laws of any Relevant Antitrust Jurisdiction (clauses (A), (B), (C) and (D), collectively, “Remedies”); provided, howeverthat Parent shall agree to the divestiture of assets of the Company or any of its Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, solely to the extent necessary both to (1) obtain clearances under the Antitrust Laws, or to remove any court or regulatory orders under the Antitrust Laws, that in each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither case are impeding the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary ability to consummate the Contemplated Transactions Merger by the Termination Date (as the same may be extended) and (2) permit the Closing to occur by the Termination Date (as the same may be extended), provided, that any such divestiture would be conditioned upon the Closing. Nothing herein shall require Parent (or permit the expiration or termination Company without the prior written consent of any applicable waiting period, or (iiParent) increase the risk of to litigate with any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsAuthority.

Regulatory Approvals. (a) Each Party shall, and party shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submitfile, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings reports and other documents reasonably required to be filed by such Party or its ultimate parent entity party with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Merger and the other Contemplated Transactions, and shall to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file no later than ten (10) Business Days thereafter the Notification notification and Report Forms report forms required by to be filed under the HSR ActAct and any notification or other document required to be filed under any applicable foreign antitrust or competition-related Legal Requirement in the jurisdictions set forth on Section 6.1(d) of the Disclosure Schedule (including a Form CO with the European Commission based on Council Regulation 139/2004) in connection with, the Merger and the other Contemplated Transactions. Each Party The Company and Parent shall respond as promptly as practicable to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters. At the request of Parent, the Company shall divest, sell, dispose of, hold separate or take any other action with respect to any of the businesses, product lines or assets of the Acquired Companies, provided that any such action is conditioned upon the consummation of the Merger. (b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate such filings, any filings (iiincluding applications) submit promptly any additional information pursuant to (and to otherwise comply with its obligations set forth in) Section 5.3(a) (disclosure of which may be reasonably requested restricted to outside counsel). To the extent permitted by any such Governmental Bodyapplicable Legal Requirements, each of Parent and the Company shall consult and cooperate with one another, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other one another, in connection with any proposed written communications analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance or on behalf of any meeting party hereto in connection with proceedings under or telephone relating to the HSR Act or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, foreign antitrust or pull and refile under the HSR Act, without the prior written consent of the othercompetition-related Legal Requirement. Parent and the Company shall cooperate fully with each pay one-half other in connection with the making of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesall such filings or responses. (c) Except as required by this Agreement, prior to Closing, neither Each of Parent and the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of notify the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if promptly upon the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to receipt of: (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, communication from any authorizations, consents, orders, declarations or approvals official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) knowledge of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Contemplated Transactions (and shall keep the other party informed as to the status of any such Legal Proceeding or threat); and (iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.3(a), Parent or the Company, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other of the occurrence of such event and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions or Transactions. Without limiting the expiration or termination generality of any applicable waiting periodthe foregoing, or each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Contemplated Transactions; and (ii) increase shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the risk of Contemplated Transactions, including taking all reasonable actions and doing all things reasonably necessary to (A) resolve any objections, if any, as any Governmental Body entering an order may assert under any applicable antitrust or competition-related Legal Requirement with respect to the Contemplated Transactions; and (B) avoid or eliminate each and every impediment under the HSR Act or any applicable foreign antitrust or competition-related Legal Requirement that may be asserted by any applicable Governmental Body or Persons with respect to the Contemplated Transactions so as to enable the Contemplated Transactions to be consummated as soon as possible after the date of this Agreement, including for purposes of the preceding clauses “(A)” and “(B),” such reasonable undertakings and commitments as may be reasonably requested by any applicable Governmental Body in sufficient time to allow the conditions to this Agreement to be satisfied on or before the Outside Date. The parties shall consult with each other with respect to all of the matters contemplated in clauses “(i)” and “(ii)” of the preceding sentence, and each party will keep the others apprised of the status of matters relating to completion of the Contemplated Transactions. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall require Parent or any of its Subsidiaries to, and, except with the prior written consent of Parent, the Company shall not take any action to, and shall not allow any of the Acquired Companies to, consent or proffer to divest or hold separate any business or assets of Parent, the Company or any of their respective Subsidiaries. (e) In furtherance and not in limitation of the foregoing, Parent shall contest and litigate and defend against any Legal Proceeding brought by or pending before any Governmental Body and promptly and expeditiously appeal any order, writ, injunction, judgment or decree in any Legal Proceeding, (i) challenging or seeking to make illegal, delaying materially or otherwise directly or indirectly restraining or prohibiting the consummation of the Contemplated Transactions; (ii) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective affiliates of all or any portion of the business or assets of Parent or the Company or any of their respective Subsidiaries or to require any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets of Parent or any of its Subsidiaries or of any of the Acquired Companies, in each case as a result of, or in connection with, the Contemplated Transactions; (iii) seeking, directly or indirectly, to impose or confirm limitations on the ability of Parent or any of its affiliates to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock or any shares of capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Company or the Surviving Corporation, respectively; (iv) seeking to require divestiture by Parent or any of its Subsidiaries or of any of the Acquired Companies of any shares of Company Common Stock or any business or assets of Parent or its Subsidiaries or any of the Acquired Companies; or (v) that would reasonably be expected to impede, interfere with, prevent or materially delay the Contemplated Transactions or that would reasonably be expected to dilute materially the benefits to Parent of the Contemplated Transactions, except so far as any of the prohibitions, limitations, conditions or requirements referred to in this Section 5.3(e) are covered by any commitments made to any Governmental Body in order to satisfy the conditions set forth in this Agreement. (f) Parent shall not, and shall not permit any of its Subsidiaries to, enter into or publicly announce an agreement to form a joint venture or acquire any assets, businesses or companies if Parent believes that any such agreements, individually or in the aggregate, would cause any of the conditions set forth in Section 6.1(b), Section 6.1(c), Section 6.1(d) and Section 6.2(e) to fail to be satisfied prior to the Outside Date.

Regulatory Approvals. (a) Each Party shallParent and, and where applicable, the Company shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use their respective reasonable best efforts to file take, or otherwise submitcause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as soon promptly as practicable and in any event prior to the End Date, including to (i) make or cause to be made the registrations, declarations and filings required of such party under the HSR Act, the EUMR, and any other Antitrust Law listed in Schedule 6.4 (collectively, the “Antitrust Filings”) with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable after the date of this Agreement, all applications, notices, reports, filings Agreement (and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated TransactionsHSR Act, and shall file no later than ten (10) Business Days thereafter from the Notification date of this Agreement), and Report Forms required any filing fees associated therewith shall be paid by the Parent and such initial filings from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly agree not to extend any additional information which may waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the other party not to be reasonably requested by any such Governmental Bodyunreasonably withheld, and conditioned or delayed, (iii) coordinate with subject to applicable Law, furnish to the other Party in making party as promptly as reasonably practicable all information required for any such filings application or information submissions other filing to be made by the other party pursuant to and any applicable Law in connection with the foregoing transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be necessaryrequested by, properthe Antitrust Division of the U.S. Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”), the European Commission (“Commission”) or by any other Governmental Body in respect of such Antitrust Filings, this Agreement, or advisable the transactions contemplated hereby, (v) promptly notify the other party in order advance of any material communication between that party and the FTC, the DOJ, the Commission or any other Governmental Body in respect of any Antitrust Filings or investigation, inquiry or other Proceeding relating to consummate this Agreement, the transactions contemplated hereby and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, any material or substantive communication received or given in connection with its efforts any Proceeding by a private party relating to obtain all requisite approvals and authorizationsthe transactions contemplated hereby, and the expiration or termination of all (vi) subject to applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate discuss with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other party to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactionsadvance, and consider in good faith the views of other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ, the Commission or any other Governmental Body or, in connection with any proposed written communications Proceeding by a private party to any other Person, relating to any Antitrust Filing or investigation, inquiry or other Proceeding relating to this Agreement, or the transactions contemplated hereby, (vii) not participate or agree to participate in any meeting, telephone call or discussion with the FTC, the DOJ, the Commission or any other Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement, or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give gives the other or its outside counsel party the opportunity to attend and participate in such meetings meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and conferences unless prohibited by communications between them and their Affiliates on the applicable one hand, and the FTC, the DOJ, the Commission or any other Governmental Body; providedBody or members of their respective staffs on the other hand, that materials required with respect to be provided pursuant any Antitrust Filing, investigation, inquiry, or Proceeding relating to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning Agreement, or the valuation of either Party, (B) comply with contractual arrangements, transactions contemplated hereby and (Cix) preserve attorney-client privilege. Neither Party shall commit to act in good faith and reasonably cooperate with the other party in connection with any Antitrust Filings and in connection with resolving any investigation or agree with other inquiry of any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent EUMR or any other Antitrust Law with respect to any such Antitrust Filing, this Agreement or the transactions contemplated hereby. (b) In furtherance and not in limitation of the other. foregoing, Parent shall use reasonable best efforts to (i) resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any Antitrust Law or (ii) avoid the commencement of any Proceeding or the entry of any Order that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby, so as to enable the parties hereto to close the transactions contemplated hereby expeditiously and in any event prior to the End Date. (c) If required to obtain approval from the applicable Governmental Body under the Applicable Antitrust Laws, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition or license, and otherwise take or commit to take actions that after the Closing Date would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action, ownership or control with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, product lines, or services of the Company shall each pay one-half or any of its Subsidiaries or any interest or interests therein, or effective as of the filing fee under Effective Time, the HSR Act relating to the HSR filing required for the MergerSurviving Corporation or its Subsidiaries (each a “Divestiture Action”); provided, however, notwithstanding anything to the contrary contained in this Section 6.4 or otherwise in this Agreement, in no event shall Parent be required to take a Divestiture Action if such Divestiture Action, individually or in the aggregate, would involve assets, properties, businesses, product lines or services of the Company or any of its Subsidiaries, or effective as of the Effective Time, the Surviving Corporation or its Subsidiaries, that each Party generated net sales revenues, measured on an aggregate basis for all such assets, properties, businesses, product lines or services, in excess of $1,200,000,000 during the twelve (12) months ended December 31, 2017 (excluding from such calculation net sales revenue of any ancillary assets, properties, businesses, product lines or services required to be made available on a transitional basis necessary for the operation of, but not required to be sold, divested, or disposed of in connection with, the assets, properties, businesses, product lines or services sold pursuant to the applicable Divestiture Action). The Company shall bear not take or agree to take any Divestiture Action without the prior written request of Parent. In addition, the Parent shall use reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any Order (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing prior to the consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding anything herein to the contrary, nothing set forth in this Section 6.4 or otherwise in this Agreement shall (i) require, or be construed to require, Parent, the Company or any of their respective Subsidiaries to agree to a Divestiture Action unless such agreement or action shall be conditioned upon the consummation of the Merger or (ii) require, or be construed to require, Parent or any of its own legal feesAffiliates or Subsidiaries to take any Divestiture Action involving assets, properties, businesses, product lines or services of Parent or any of its Affiliates or Subsidiaries (other than, effective as of the Effective Time, the Surviving Corporation or its Subsidiaries) in connection with the consummation of the transactions contemplated by this Agreement. Subject to compliance with the provisions of this Section 6.4, Parent shall have the right to determine, direct and have control over the strategy and process by which the parties will seek required approvals under the Antitrust Laws and to control the defense or prosecution of any claims, actions or proceedings relating thereto, including all matters relating to any Divestiture Actions. (cd) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shallshall not, and shall cause not permit any of its Subsidiaries or Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, other than such actions taken in the Ordinary Course of Business, if the entering into of an a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay beyond the End Date in the obtaining of, or significantly materially increase the risk of not obtaining, any authorizationsconsent, consentsapproval, ordersauthorization, declarations declaration, waiver, license, franchise, permit, certificate or approvals order of any Governmental Body necessary to consummate the Contemplated Transactions transactions contemplated hereby or the expiration or termination of any applicable waiting period, in each case, the receipt, expiration or termination of which is a condition to Closing pursuant to Article VII, (ii) materially increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionstransactions contemplated hereby or (iii) delay beyond the End Date the consummation of the transactions contemplated hereby. (e) The parties shall cooperate to submit a joint voluntary notice to CFIUS with respect to the transaction contemplated by this Agreement as soon as reasonably practicable after the date of this Agreement. The parties shall use reasonable best efforts to comply at the earliest practicable time, and in any event no later than required by CFIUS or any CFIUS member agency, with any request for additional information, documents or other materials, and will use their reasonable best efforts to cooperate with each other in connection with the CFIUS notice and in connection with resolving any investigation or other inquiry of CFIUS or any CFIUS member agency. The parties shall each use their reasonable best efforts to promptly inform the other party of any oral communication with, and provide copies of written communications with, CFIUS or any CFIUS member agency regarding any such filings, provided that no party shall be required to share communications containing its confidential business information if such confidential information is unrelated to the transactions contemplated by this Agreement. The parties shall undertake reasonable best efforts to promptly take, or cause to be taken, all action, and do, or cause to be done all things necessary or advisable to obtain CFIUS Clearance as soon as reasonably practicable and in any event prior to the End Date, including, but not limited to, executing a letter of assurance or entering into another form of mitigation agreement with CFIUS or CFIUS member agencies on terms, conditions, or measures sought by CFIUS, provided however, that neither party shall be required to take or agree to take any undertaking that is not conditioned on the consummation of the Merger. Notwithstanding the foregoing, in no event will Parent or its Affiliates be obligated to execute any settlements, undertakings, consent decrees, stipulations, or other agreements with CFIUS or CFIUS member agencies that would (i) limit Parent’s or its Affiliates’ ability to consummate the transactions contemplated by this Agreement, (ii) require the sale, divestiture, or other disposition of, one or more of the assets, properties, product lines, or services or any interests therein of the Surviving Corporation, in each case, that is material to the Company and its Subsidiaries (taken as a whole), (iii) constrain the conduct of the Surviving Corporation and its Subsidiaries (taken as a whole) in a material and adverse manner, (iv) remove (A) oversight, management and control by Parent or its Affiliates, or (B) physical or other access by them to, assets, books and records, businesses or operations of the Surviving Corporation and its Subsidiaries, in the case of each of clauses (A) or (B), which are material to the Company and its Subsidiaries (taken as a whole), or (v) require Parent or its Affiliates to hold their ownership interests in the Surviving Corporation through proxy holders or in a voting trust (f) If CFIUS informs the parties orally or in writing that CFIUS has recommended or intends to recommend in a report that the President of the United States prohibit the transactions contemplated by this Agreement, Parent may, at its discretion, withdraw the joint voluntary notice and the Company shall cooperate with Parent in withdrawing the joint voluntary notice. However, notwithstanding the preceding sentence, the parties hereby agree to withdraw and refile the joint voluntary notice with CFIUS one (1) time if CFIUS presents the parties with the option of doing so upon expiration of the CFIUS investigation period. The parties shall cooperate and consider any subsequent opportunities to withdraw and refile the joint voluntary notice with CFIUS consistent with the terms of this Section 6.4.

Regulatory Approvals. (a) Each Party shall, Subject to the terms and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date conditions of this Agreement, each of the Company and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all applicationsactions and to do, or cause to be done, all things necessary, proper or advisable under any Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental or Regulatory Authority or other third party all documentation to effect all necessary filings, notices, reportspetitions, filings statements, registrations, submissions of information, applications and other documents reasonably documents, and (ii) obtaining as promptly as practicable and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to obtained from any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the or Regulatory Authority or other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing third party that may be are necessary, proper, proper or advisable in order to consummate the transactions contemplated by this Agreement, including, for avoidance of doubt, all Company Required Approvals and make effective the Contemplated TransactionsPurchaser Required Approvals. (b) Without limiting The Company (i) shall consult and cooperate with the generality Purchaser in connection with the preparation of anything contained any of the filings and other documents described in this Section 5.44.7(a) prior to their filing, (ii) shall furnish to the Purchaser such necessary information and reasonable assistance as the Purchaser may request in connection with its preparation of any such filing or other document, (iii) shall keep the Purchaser apprised of the status of any correspondence, filings and other communications with, and any inquiries or requests for additional information from, any Governmental or Regulatory Authority concerning this Agreement and the transactions contemplated by this Agreement, and provide the Purchaser (or its outside counsel, as appropriate) with copies of the foregoing to the extent in writing, (iv) shall not independently participate in any meeting, or engage in any substantive conversation, with any Governmental or Regulatory Authority concerning this Agreement or the transactions contemplated hereby without giving the Purchaser prior notice of the meeting or conversation and, unless prohibited by any such Governmental or Regulatory Authority, the opportunity to attend or participate, and (v) shall consult and cooperate with the Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser in connection with the matters described in the foregoing. (c) In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make appropriate filings with the applicable Governmental or Regulatory Authority in respect of the Competition Approvals, if applicable, with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law and to use their commercially reasonable efforts to obtain take all requisite approvals and authorizations, and other actions necessary to cause the expiration or termination of all the applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (iif any) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesthereunder as soon as practicable. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. Buyer and Sellers shall use commercially reasonable efforts to (a) Each Party shall, and shall make or cause its ultimate parent entity to be made all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as such term is defined in hereinafter defined) with respect to the HSR Act) to, use reasonable best efforts to file or otherwise submit, transactions contemplated herein as soon promptly as practicable and, in any event, within five (5) business days after the date of this Agreement, Agreement in the case of all applications, notices, reports, filings required under the HSR Act and within two (2) weeks in the case of all other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms filings required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the HSR Act. Each Party shall Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from the Federal Trade Commission (i) promptly supply “FTC”), the Antitrust Division or any other with any information which may be required Governmental Entity in order to effectuate respect of such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Bodyfilings or the transactions contemplated herein, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (ic) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity under any Antitrust Laws with respect to any such filing or the transaction contemplated herein. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herein. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with any Governmental Entity regarding any such filings. No party hereto shall independently participate in any formal meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Party to any Governmental Body concerning the Contemplated TransactionsEntity, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and participate cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 4.3 or otherwise as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such meetings outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything in this Agreement to the contrary, the parties understand and conferences unless prohibited agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the applicable Governmental Body; providedforegoing) with respect to the Business, that materials required to be provided the Assets or the Additional Assets. All filing fees incurred pursuant to this Section 5.4(b) may 4.3 shall be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesborne by Buyer. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallThe parties shall cooperate with each other and, subject to Section 6.1 and shall cause its ultimate parent entity (as such term is defined in the HSR Act) toSection 6.4, use their respective reasonable best efforts to file take, or otherwise submitcause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable, subject to the limitations in this Section 6.7, to consummate and make effective, as soon as practicable after reasonably possible, the date of Mergers and the other transactions contemplated by this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its including using reasonable best efforts to (i) cooperate make or cause to be made, in consultation and cooperation with the other with respect to any investigation or other inquiry; and as promptly as practicable after the date Sun countersigns this Agreement (ii) promptly provide to but in no event later than 15 Business Days after the other a copy of all communications received date Sun countersigns this Agreement, unless otherwise agreed by such Party from, or given by such Party tocounsel for the parties), any Governmental Body, in each case regarding filing with the Contemplated Transactions; and United States Department of Justice (iii“DOJ”) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee United States Federal Trade Commission (“FTC”) required under the HSR Act relating to the HSR filing required for Mergers; (ii) prepare and file other necessary and advisable registrations, declarations, notices, petitions, applications and filings relating to the Merger; providedMergers with other Governmental Entities under antitrust, howevercompetition, that each Party shall bear its own legal fees. foreign direct investment, trade regulation or similar Law (cincluding, if applicable, with any municipality with respect to any continuation of business licenses issued to Sun in Israel) Except as required by this Agreement, prior soon as reasonably practicable or where the ability to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion control timing of the assets registration, declaration, notice, petition, application or filing is not within the control of or equity inthe submitting party, or by commence pre-submission consultation procedures for, any registrations, declarations, notices, petitions, applications and filings with such Governmental Entities (and thereafter make any other mannerrequired submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material); (iii) obtain all Consents or nonactions from any Governmental Entity or other Person which are required to be obtained under any other antitrust, competition, foreign direct investment, trade regulation or similar Law in connection with the consummation of the Mergers and the other transactions contemplated hereby (collectively, the “Required Regulatory Approvals”); (iv) seek to avoid or prevent the initiation of any Person investigation, inquiry, claim, action, suit, arbitration, litigation or portion thereof, proceeding by or otherwise acquire or agree to acquire before any assets, if Governmental Entity challenging the entering into of an agreement relating to Mergers or the consummation of the other transactions contemplated by this Agreement; (v) with respect to Sun, submit to the IIA the IIA Notice and, with respect to Parent, submit to the IIA the Parent IIA Undertaking, and (vi) furnish to the other all assistance, cooperation and information required for any such acquisitionregistration, merger declaration, notice or consolidation would reasonably be expected filing in order to achieve the effects set forth in the foregoing sub-clauses (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or and (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsv).

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings reports and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Offer, the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Parties shall, promptly after the date of this Agreement, prepare and file, if any, (a) the notification and report forms required to be filed under the HSR Act, which in any event shall file no later than be filed within ten (10) Business Days thereafter after the Notification and Report Forms required execution of this Agreement (unless a later date is mutually agreed to by the HSR ActParties) and (b) any notification or other document required to be filed in connection with the Offer or the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters. Romeo and Nikola shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with give the other Party in making any such the right to review and comment on all material filings or information submissions pursuant responses to and in connection with the foregoing that may be necessary, proper, or advisable in order submitted to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give in good faith will take the other Party’s comments into account. Notwithstanding anything to the contrary in this Agreement, neither Party shall be required to defend any lawsuits or its outside counsel other legal proceedings pursuant to any antitrust or competition laws, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Offer, the Merger and the execution, delivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan). Each of the Parties hereto will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Body, including (i) promptly informing the other Party of such inquiry, (ii) consulting in advance before making any material presentations or submissions to a Governmental Body, (iii) giving the other Party the opportunity to attend and participate in such any substantive meetings and conferences unless or discussions with any Governmental Body, to the extent not prohibited by the applicable such Governmental Body; providedBody and (iv) supplying each other with copies of all material correspondence, that materials required to be provided pursuant submissions or written communications between either Party and any Governmental Body with respect to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Agreement. Each Party, (B) in their respective sole and absolute discretion, may redact material as necessary to comply with contractual arrangements, address reasonable attorney-client or other privilege concerns, exclude any information relating to Romeo valuation and similar matters relating to the transactions contemplated herein (including the execution, delivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), or designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Agreement, Nikola and Purchaser shall (or shall cause any of their respective Subsidiaries or Affiliates or Romeo to): (A) sell, divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise dispose of, any assets of Romeo or its Subsidiaries or of Nikola or Purchaser, (B) terminate, amend or assign existing relationships and contractual rights and obligations of Romeo or its Subsidiaries or of Nikola or Purchaser, (C) preserve attorney-client privilege. Neither Party shall commit require Nikola or Purchaser or Romeo or its Subsidiaries, to grant any right or agree with any Governmental Body to stay, toll commercial or extend any applicable waiting period under applicable Antitrust Lawother accommodation to, or pull and refile under the HSR Actenter into any material commercial contractual or other commercial relationship with, without the prior written consent any third party or (D) impose limitations on Nikola or Purchaser or Romeo or its Subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of the other. Parent and the Company shall their respective businesses or assets (each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger(A)-(D), a “Remedy”); provided, however, that each Party Nikola and Purchaser shall bear its own legal feesnot be required to take or commit to take any Remedy that would have a Nikola Material Adverse Effect or a Romeo Material Adverse Effect. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallof Parent and the Company shall promptly after the execution of this Agreement apply for or otherwise seek, and shall cause use its ultimate parent entity (as such term is defined in the HSR Act) to, use respective commercially reasonable best efforts to file obtain, all consents and approvals of Governmental Entities required to be obtained by it for the consummation of the Merger and the other Transactions. Without limiting the generality or otherwise submiteffect of the foregoing, each of Parent and the Company shall, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings (and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to in any Governmental Body with respect to the Contemplated Transactions, and shall file event no later than ten fifteen (1015) Business Days thereafter Days) following the date hereof, file a Premerger Notification and Report Forms required by under the HSR Act, and shall, as soon as practicable following the date hereof, make any filings required by any other applicable Antitrust Law. Each Party The parties hereto shall (i) promptly supply the other one another with any information which that may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any make such filings or information submissions pursuant to obtain such consents and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party approvals. Each party hereto shall use its reasonable best efforts to (i) consult and cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party fromone another, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other one another, in connection with any proposed written communications analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any applicable Antitrust Law, (ii) coordinate with one another in preparing and exchanging such materials and (iii) promptly provide one another (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party party to any Governmental Body concerning the Contemplated Transactions, and consult Entity in connection with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Bodythis Agreement; provided, that materials with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals or such filings, presentations or submissions, each of Parent and the Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any Applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information. (b) Each party hereto will notify the other promptly upon the receipt of (i) any substantive comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Applicable Law. Whenever any event occurs that is required to be provided set forth in an amendment or supplement to any filing made pursuant to this Section 5.4(b6.8(a), each party hereto will promptly inform the other parties of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (c) Each of Parent and the Company shall use its respective commercially reasonable efforts to resolve such objections, if any, as may be restricted asserted by any Governmental Entity with respect to outside counsel the Transactions under any applicable Antitrust Laws. Parent and redacted the Company shall take any and all of the following actions to the extent necessary to cause the expiration of the notice periods under applicable Antitrust Laws with respect to the Transactions and to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any Applicable Law regarding the Transactions: (Ai) remove references concerning the valuation of either Partyentering into negotiations, (Bii) comply providing information required by Applicable Law, (iii) substantially complying with contractual arrangementsany “second request” for information pursuant to applicable Antitrust Laws, and (Civ) preserve attorney-client privilegedefending any action, suit or proceeding instituted (or threatened to be instituted) by any Government Entity or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such Transaction. Neither Party Notwithstanding the foregoing, the Parent shall commit not be required to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull (and refile under the HSR ActCompany and its Subsidiaries shall not, without the prior written consent of the other. Parent) commit to or effect any divestiture, disposal, holding separate or licensing of, any agreement to conduct in a specified manner, or any restriction on or limitation of, any of the assets or business of Parent or the Company. (d) Notwithstanding anything herein to the contrary, in no event shall the Company, and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither cause the Company nor Parent shall, and shall cause its Affiliates Subsidiaries not to, acquire without Parent’s prior written consent, commit to or agree to acquire by merging or consolidating withpropose any divestiture transaction, or by purchasing a substantial portion of the assets of commit or equity in, propose to alter their businesses or by commercial practices in any other manner, any Person or portion thereofway, or otherwise acquire take or agree commit to acquire take (or propose to take or commit to take) any assetssuch action that, if the entering into of an agreement relating to or the consummation of such acquisitionin each case, merger or consolidation would reasonably be expected to (i) impose limit Parent’s freedom of action with respect to, or Parent’s ability to retain any delay in of the obtaining businesses, product lines or assets of, the Company Business or significantly increase otherwise receive the risk full benefits of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary this Agreement. (e) Nothing in this Section 6.8 shall limit a party’s right to consummate terminate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsAgreement pursuant to ARTICLE VIII so long as such party has until such date complied in all material respects with its obligations under this Section 6.8.

Regulatory Approvals. (1) As soon as reasonably practicable but not later than 10 Business Days after the date hereof (or such later date as Corporation and Purchaser may mutually agree in writing), Corporation and Purchaser shall determine whether an HSR filing is necessary or required and, if so, Corporation and Purchaser shall each file their respective notification and report forms pursuant to the HSR Act. (2) Subject to Section 4.3(3), each of Corporation and Purchaser shall: (a) Each Party shall, and shall cause its ultimate parent entity promptly inform the other party of any material communication received by such party from any Governmental Entity in respect of the Regulatory Approvals; (as such term is defined in the HSR Actb) to, use commercially reasonable best efforts to file respond promptly to any request or otherwise submitnotice from any Governmental Entity requiring the parties, as soon as practicable after or any one of them, to supply additional information that is relevant to the date review of the transactions contemplated by this Agreement, all Agreement in respect of the Regulatory Approvals; (c) permit the other party to review in advance any proposed applications, notices, reportsfilings and submissions to Governmental Entities (including responses to requests for information and inquiries from any Governmental Entity) in respect of the Regulatory Approvals, and will provide the other party a reasonable opportunity to comment thereon and consider those comments in good faith; (d) promptly provide the other party with any filed copies of applications, notices, filings and other documents reasonably required submissions (including responses to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to requests for information and inquiries from any Governmental Body Entity) that were submitted to a Governmental Entity in respect of the Regulatory Approvals; (e) not participate in any substantive meeting or discussion (whether in person, by telephone or otherwise) with Governmental Entities in respect to of obtaining or concluding the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate Regulatory Approvals unless it consults with the other Party in making any such filings or information submissions pursuant to advance and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with gives the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside legal counsel the opportunity to attend and participate in thereat, unless a Governmental Entity requests otherwise, provided that Purchaser shall lead such meetings and conferences unless prohibited by discussions with Governmental Entities; and (f) keep the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent other party promptly informed of the other. Parent and the Company shall each pay one-half status of the filing fee under the HSR Act discussions relating to obtaining or concluding the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesRegulatory Approvals. (c3) Except as Notwithstanding any other requirement in this Section 4.3, where a party (a “Disclosing Party”) is required under this Section 4.3 to provide information to another Party (a “Receiving Party”) that the Disclosing Party reasonably deems to be competitively sensitive information, the Disclosing Party may restrict the provision of such competitively sensitive information to only outside legal counsel of the Receiving Party, provided that the Disclosing Party also provides the Receiving Party a redacted version of such information which does not contain any such competitively sensitive or other restricted information. (4) To the extent any Regulatory Approvals are required in connection with this Agreement, Corporation and Purchaser shall use their commercially reasonable best efforts to obtain the Regulatory Approvals. In furtherance of the foregoing, but subject in all cases to Section 4.2(3), if any objections are asserted by any Governmental Entity under any applicable Law with respect to the transactions contemplated by this Agreement, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with any Law or as not satisfying any applicable legal test under a Law necessary to obtain the Regulatory Approvals, Corporation and Purchaser shall use their commercially reasonable best efforts consistent with the terms of this Agreement to resolve or avoid such proceeding so as to allow the Effective Time to occur on or prior to Closingthe Outside Date. (5) Purchaser shall pay all filing fees required in connection with the making of the filings contemplated by this Section 4.3. (6) For purposes of this Agreement, neither no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, revocation order or proceeding seeking an appeal, stop-order or revocation order has been instituted after the Company nor Parent shallgranting of any Regulatory Approval and remains outstanding or subject to final judgment or adjudication on the Effective Date. (7) Corporation shall not, and shall cause not allow any of its Affiliates not Subsidiaries to, acquire take any action or agree to acquire by merging or consolidating withenter into any transaction, or by purchasing a substantial portion of the assets of or equity inincluding any merger, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger business combination, joint venture, disposition, lease or consolidation contract, that would reasonably be expected to (i) impose any prevent, materially delay in or impede the obtaining of, or significantly materially increase the risk of not obtaining, any authorizationsthe Regulatory Approvals, consentsor otherwise prevent, ordersmaterially delay or impede the consummation of the transactions contemplated by this Agreement. For greater certainty, declarations Corporation may not extend or approvals of any Governmental Body necessary consent to consummate the Contemplated Transactions or the expiration or termination extension of any applicable waiting period, or (ii) increase periods without the risk written consent of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsPurchaser.

Regulatory Approvals. (a) Each Party The Parties shall, as promptly as practicable, prepare and shall cause its ultimate parent entity (as such term is defined in file all necessary documents, registrations, statements, petitions, filings and applications for the HSR Act) to, Key Regulatory Approvals and use their commercially reasonable best efforts to file or otherwise submitobtain and maintain all Key Regulatory Approvals. In any event, as soon as practicable no later than 15 business days after the date of execution of this Agreement, all applications, notices, reports, filings the Parties shall prepare and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect file their respective notification and report form pursuant to the Contemplated Transactions, HSR Act and Hecla shall file no later than ten (10) Business Days thereafter a request to the Notification Commissioner for an Advance Ruling Certificate or, in the alternative, a No-Action Letter and Report Forms required by an application for review under Part IV of the HSR Investment Canada Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting If the generality Competition Act Approval has not been obtained within 15 business days following Hecla’s submission of anything contained a request to the Commissioner for an Advance Ruling Certificate or No-Action Letter then, at any time thereafter, either Party may notify the other Party of its intention to submit a Notification, in this Section 5.4which case both Parties shall submit a Notification as soon as reasonably practicable, and in any event within ten business days following the delivery of such notice (or such other period of time mutually agreed to in writing between the Parties), both Hecla and Aurizon shall submit a Notification, unless the Competition Act Approval has been obtained. (c) The Parties shall cooperate with one another in connection with its efforts obtaining the Key Regulatory Approvals including promptly providing one another with all information necessary to obtain file all requisite approvals necessary, or in the reasonable opinion of either Party, documents, registrations, statements, petitions, filings and authorizations, applications for the Key Regulatory Approvals and the expiration or termination providing one another with copies of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation notices and information or other inquiry; correspondence supplied to, filed with or received from any Governmental Entity (ii) promptly provide except for notices and information which a Party reasonably considers to the other a copy of all communications received by be confidential or commercially sensitive, which such Party from, or given by such shall provide on an “external counsel only” basis). Each Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, shall permit the other Party with reasonable advance opportunity to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactionsand comment upon, and will consider in good faith the views of the other in connection with Party, any proposed written communications by with any Governmental Entity in connection with the Key Regulatory Approvals (except for information which a Party reasonably considered to be confidential or sensitive, which such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside shall provide on an “external counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilegeonly” basis). Neither Party shall commit to participate in any material communication or agree participate in any meeting with any Governmental Body Entity in connection with the Key Regulatory Approvals without first notifying the other Party and providing the other Party or its counsel with a reasonable opportunity to stayparticipate or attend, toll or extend unless specifically requested otherwise by any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesGovernmental Entity. (cd) Except The Parties shall use their commercially reasonable efforts to satisfy, as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other mannersoon as reasonably practicable, any Person or portion thereof, or otherwise acquire or agree to acquire requests for information and documentation received from any assets, Governmental Entity in connection with the Key Regulatory Approvals. (e) Each Party shall promptly notify the other Party if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to it becomes aware that any (i) impose any delay in the obtaining ofapplication, filing, document or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting periodother submission for a Regulatory Approval contains a Misrepresentation, or (ii) increase any Regulatory Approval or other order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated by this Agreement contains, reflects or was obtained following the risk submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. (f) The Parties shall request that the Key Regulatory Approvals be processed by the applicable Governmental Body entering Entity on an order prohibiting expedited basis and, to the consummation extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of the Contemplated TransactionsKey Regulatory Approvals. (g) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. (h) Filing fees payable to any Governmental Entity in connection with the Key Regulatory Approvals shall be shared equally between Hecla and Aurizon. (i) Despite anything to the contrary contained in this Agreement, Hecla is under no obligation to take any steps or actions nor to agree to any behavioural remedy including an interim or permanent hold separate order relating to any Key Regulatory Approval that would, in its sole discretion affect Hecla’s right to own, use or exploit Hecla’s or Aurizon’s businesses, operations or assets or any part thereof or to negotiate or agree to the sale, divestiture or disposition by Hecla of those businesses, operations or assets or any part thereof.

Regulatory Approvals. (a) Each Party shallSubject to applicable Law, the Parties will coordinate and shall cause its ultimate parent entity (as such term cooperate in exchanging information and supplying assistance that is defined reasonably requested in the HSR Act) to, use reasonable best efforts to file connection with this Section 4.3. The Parties will provide each other with copies of any substantive written or otherwise submit, as soon as practicable electronic communication received from Governmental Entities on or after the date of this Agreement, hereof with respect to all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and other processes in connection with the foregoing that may transactions contemplated by this Agreement (with any competitively and/or commercially sensitive information being permitted to be necessaryredacted) and provide the other Parties the opportunity to review and comment on drafts of any substantive notification, properfiling, application or advisable submission (with any competitively and/or commercially sensitive information being permitted to be redacted) in order to consummate and make effective connection with the Contemplated Transactionstransactions contemplated by this Agreement, with any such comments being given reasonable consideration. (b) Without limiting If any objections are asserted by any Governmental Entity under any applicable Law with respect to the generality transactions contemplated by this Agreement, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of anything contained any of the transactions contemplated by this Agreement as not in compliance with any Law, the Parties shall use commercially reasonable efforts consistent with the terms of this Section 5.4, in connection with its Agreement to resolve or avoid such proceeding so as to allow Closing to occur on or prior to the Outside Date. Each Party shall use commercially reasonable efforts to obtain all requisite approvals and authorizationsrespond promptly to any request or notice from any Governmental Entity requiring that Party to supply additional information that is relevant to the review of the transactions contemplated by this Agreement, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide Party and shall furnish to the other Party such information and assistance as a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other may reasonably request in connection with preparing any proposed written communications by submission or responding to such request or notice from a Governmental Entity. (c) Each Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give shall keep the other or its outside counsel Party reasonably informed on a timely basis of the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation status of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree discussions with any Governmental Body to stayEntity and, toll for greater certainty, unless participation by a Party is prohibited by applicable Law or extend by such Governmental Entity, no Party shall participate in any applicable waiting period under applicable Antitrust Lawsubstantive meeting (whether in person, by telephone or pull and refile under the HSR Act, without the prior written consent otherwise) with a Governmental Entity in respect of the other. Parent transactions contemplated by this Agreement unless it advises the other Party in advance and the Company shall each pay one-half of the filing fee under the HSR Act relating gives such other Party an opportunity to the HSR filing required for the Mergerattend; provided, however, that each this obligation shall not extend where competitively sensitive information may be discussed or communicated, in which case the other Party’s external legal counsel shall be provided with any such communications or information on an external counsel-only basis and, unless participation by a Party shall bear its own legal fees. (c) Except as required is prohibited by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, applicable Law or by purchasing a substantial portion of such Governmental Entity, shall have the assets of or equity in, or by right to participate in any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of such meetings on an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsexternal counsel-only basis.

Regulatory Approvals. (a) Each Party shall, Subject to the terms and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date conditions of this Agreement, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts, and shall cooperate fully with such other Parties, to take, or cause to be taken, all applicationsactions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the Transactions (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, reportspetitions, filings statements, registrations, submissions of information, applications and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filingsdocuments, (ii) submit promptly any additional information which may be reasonably requested by any such obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Body, Authorities to satisfy the consummation of the Transactions and to fulfill the conditions to the Closing and (iii) coordinate with the other Party in making execute and deliver any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order additional instruments necessary to consummate and make effective the Contemplated Transactions. (b) Without limiting In furtherance and not in limitation of Section 8.12(a), to the generality extent required under the HSR Act or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of anything contained in this Section 5.4monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of SPAC, Holdings and the Company agrees, and shall cause its Subsidiaries and Affiliates, to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act, at such Party’s sole cost and expense (including with respect to any filing fees), with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the Governmental Authority as soon as practicable. Each of SPAC, Holdings and the Company shall, in connection with its commercially reasonable efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods authorizations for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its commercially reasonable best efforts to to: (i) cooperate in all respects with the each other of such Parties or their respective Affiliates in connection with respect to any filing or submission and in connection with any investigation or other inquiry; , including any proceeding initiated by a private Person, (ii) promptly provide to the keep such other a copy Parties reasonably informed of all communications any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental BodyAuthority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Contemplated Transactions; and , (iii) to the extent not prohibited under applicable Antitrust Law, permit the a Representative of such other Parties and their respective outside counsel to review in advance any material communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactionsto, and consult with each other in advance of any material meeting or telephone or video conference with, any Governmental BodyAuthority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give the a Representative or Representatives of such other or its outside counsel Parties the opportunity to attend and participate in such meetings and conferences unless conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority. (c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of SPAC, Holdings and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) Prior to the Closing, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third party as may be necessary for the consummation by such Party or its Affiliates of the Transactions or required as a result of the execution or performance of, or consummation of the Transactions, by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing. (e) Notwithstanding the generality of the foregoing, each of SPAC, Holdings and the Company shall use its, and shall cause its Affiliates to use their, commercially reasonable efforts to consummate the transactions contemplated by the applicable Governmental Body; providedSubscription Agreements, that materials required including using its, and causing its Affiliates to be provided pursuant use their, commercially reasonable efforts to this Section 5.4(b) may be restricted enforce its or their rights under the Subscription Agreements to outside counsel and redacted cause the PIPE Investors to pay to (Aor as directed by) remove references concerning Holdings the valuation applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. None of either PartySPAC, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to Holdings or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR ActCompany, without the prior written consent of the other. Parent and the Company shall each pay one-half such other Parties, permit or consent to any amendment, supplement or modification to or any waiver (in whole or in part) of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire any provision or agree to acquire by merging or consolidating withremedy under, or by purchasing a substantial portion of the assets of or equity in, or by any other mannerreplacements of, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsSubscription Agreement.

Regulatory Approvals. (a) Each Party shallwill promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body Entity, on the other hand, with respect to this Agreement or the Contemplated TransactionsTransactions as appropriate. Without limiting the foregoing, PubCo, SPAC and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall Company shall: (i) promptly supply inform the other with others of any information which may be required in order substantive communication to effectuate such filings, (ii) submit promptly or from any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with Entity regarding the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other one another to review in advance any proposed substantive written communication given by it to any such Governmental Body concerning Entity and incorporate reasonable comments thereto; (iii) give the Contemplated Transactions, consider in good faith the views others prompt written notice of the commencement of any Legal Proceeding with respect to the Transactions; (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend; and (v) promptly furnish one another with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. The Company shall pay any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, execution and consult with each other in advance delivery of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion performance of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting obligations hereunder and the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallof Seller, on the one hand, and Buyer, on the other hand, shall cooperate with one another and use its commercially reasonable efforts to, and cause its ultimate parent entity respective Affiliates to use their commercially reasonable efforts to, (as such term is defined in i) prepare all necessary documentation (including furnishing all information required under the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, effect promptly all applications, notices, reports, necessary filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, Authority and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly obtain all consents, waivers and approvals of any additional information which may be reasonably requested Governmental Authority necessary to consummate the transactions contemplated by this Agreement. Subject to Applicable Law and or any such Governmental Bodydisclosures that would compromise privileged attorney-client communications, each of Seller, on the one hand, and (iii) coordinate with Buyer, on the other Party in making hand, shall promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or information submissions pursuant any such transaction. Neither Seller, on the one hand, nor Buyer, on the other hand, shall independently participate in any meeting or conference call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permissible under Applicable Law, each of Seller, on the one hand, and ▇▇▇▇▇, on the other hand, will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated TransactionsHSR Act. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided undertakings pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning 7.8, each of Seller, on the valuation of either Party, (B) comply with contractual arrangementsone hand, and (C) preserve attorney-client privilege. Neither Party Buyer, on the other hand, shall commit provide or cause to or agree with be provided as promptly as practicable to any Governmental Body Authority information and documents requested by such Governmental Authority or necessary, proper or advisable to staypermit consummation of the transactions contemplated by this Agreement, toll or extend including filing any notification and report form and related material required under the HSR Act as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof, and, to the extent available, requesting early termination of the applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act relating to Act. Buyer shall be responsible for all filing fees under the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesAct. (c) Except as required In the event any claim, action, suit, investigation or other Proceeding by this Agreementany Governmental Authority or other Person is commenced which questions the validity or legality of the Transactions contemplated hereby or seeks damages in connection therewith, prior Seller and Buyer agree to Closingcooperate and use their commercially reasonable efforts to defend against such claim, neither the Company nor Parent shallaction, suit, investigation or other Proceeding and, if an injunction or other Order is issued in any such action, suit or other Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by cooperate reasonably regarding any other manner, any Person or portion thereof, or otherwise acquire or agree impediment to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisitionthe Transactions. (d) Notwithstanding the foregoing, merger nothing in this Section 7.8 shall require, or consolidation would reasonably be expected construed to require, Seller, Buyer or any of their respective Affiliates to agree to (i) impose any delay in sell, hold, divest, discontinue or limit, before or after the obtaining of, or significantly increase the risk of not obtainingConversion Dates, any authorizationsassets, consentsbusinesses or interests of Seller, ordersBuyer or any of their respective Affiliates, declarations or approvals of any Governmental Body necessary to consummate including the Contemplated Transactions or the expiration or termination of any applicable waiting period, or Acquired Assets; (ii) increase any conditions relating to, or changes or restrictions in, the risk operations of any Governmental Body entering an order prohibiting the consummation such assets, businesses or interests; or (iii) any modification or waiver of the Contemplated Transactionsterms and conditions of this Agreement.

Regulatory Approvals. (a) Each Party shallSubject to Section 6.2(e), the Buyer shall have full and exclusive responsibility, and shall cause its ultimate parent entity (as such term is defined in take all steps, actions and commitments necessary for obtaining the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable Regulatory Approvals promptly after the date of this Agreement, and in particular shall: (i) in relation to the Regulatory Approvals relating to the acquisition of the Transferred Assets (and assumption of the Transferred Liabilities) and the Autocos, (x) make appropriate pre‑filings or, when no pre-filing is required, filings for the purpose of obtaining the Regulatory Approvals in consultation with General Motors as soon as reasonably practicable and in any event within 60 calendar days after the date hereof and (y) when a pre-filing is required, promptly clear the pre-filing with the relevant Governmental Authority and make appropriate filings as soon as practicable thereafter; (ii) in relation to the Regulatory Approvals relating to the acquisition of the Fincos and the Licensed Entities, to the extent not made prior to the date hereof, make appropriate filings as soon as reasonably practicable; (iii) provide all applicationsinformation and comply as promptly as practicable with any requests for additional information requested by any Governmental Authority; (iv) promptly notify General Motors (and provide copies or, noticesin the case of non‑written communications, reportsdetails) of any material communications from any such Governmental Authority relating to any such consent, approval or action, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis; (v) except for communications that are purely administrative in nature, communicate with any such Governmental Authority only after prior consultation with General Motors (taking into account its reasonable comments and requests) and provide General Motors with copies of all such submissions, notifications, filings and other documents reasonably communications in the form submitted or sent, provided that the Buyer shall only be required to be filed by such Party or its ultimate parent entity provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis; (vi) (without limiting (iv) above), provide General Motors with or otherwise submitted by such Party or its ultimate parent entity a final draft of all submissions, notifications, filings and other communications to any Governmental Body Authority at such time as will allow General Motors a reasonable opportunity to provide comments and for the Buyer to take account of reasonable comments of General Motors, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis; (vii) upon request from General Motors and where permitted by the Governmental Authority, allow persons nominated by General Motors to attend all meetings (and participate in all telephone or other conversations, except any conversations that are purely administrative in nature) with respect the Governmental Authority, provided that only General Motors’s counsel shall be allowed to attend meetings or participate in telephone or other conversations (or part thereof) that relate to information of a commercially sensitive nature; (viii) regularly review with General Motors the progress of any notifications or filings with a view to obtaining the Regulatory Approvals at the earliest reasonable opportunity, provided that the Buyer shall only be required to provide information of a commercially sensitive nature to General Motors’s counsel on a counsel‑to‑counsel basis and shall not be required to take any action that would constitute a breach of Law, regulation or contract; and (ix) notify the French Prudential Control and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution) in writing of the decision to appoint new managers of the French ▇▇▇▇▇, together with relevant documentation required pursuant to applicable Laws and shall provide such documentation to the Contemplated TransactionsFrench ▇▇▇▇▇, at least 1 month prior to the closing of the sale and shall file no later than ten (10) Business Days thereafter purchase of the Notification and Report Forms required by shares in the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated TransactionsFrench ▇▇▇▇▇. (b) Without limiting General Motors shall, and shall cause AOAG, the generality Assets Sellers and the Target Group Companies to cooperate to respond to reasonable requests from the Buyer in respect of anything contained in this Section 5.4the Regulatory Approvals (which shall not require AOAG, the Assets Sellers and the Target Group Companies to incur any liability, cost or expense in connection with its efforts therewith) and to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other in a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it timely manner to any Governmental Body concerning Authority and to Buyer any information and documents required or expedient for the Contemplated Transactionspurpose of making any submissions, consider in good faith the views notifications and filings to any such Governmental Authority, and shall make any notifications that may be required of the other in connection with any proposed written communications General Motors by such Party Governmental Authority in order to obtain any Governmental Body concerning the Contemplated Transactionsrelevant consents or approvals, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, provided that materials General Motors shall only be required to provide information of a commercially sensitive nature to the Buyer’s counsel on a counsel‑to‑counsel basis and shall not be provided pursuant required to this Section 5.4(btake any action that would constitute a breach of Law, regulation or contract. (c) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party The Buyer shall commit to or agree not make any filing with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, Authority which is not required without the prior written consent of General Motors, such consent not to be unreasonably withheld, delayed or conditioned, having due consideration for the other. Parent corporate and commercial interests of AOAG, the Assets Sellers and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesTarget Group Companies. (cd) Except as required by If it becomes apparent that any Governmental Authority referred to in this AgreementSection 6.2 will only provide any consents or approvals that are necessary to satisfy the obligations set out in this Section 6.2 and/or obtain the Regulatory Approvals subject to certain undertakings, prior the Buyer shall offer to Closing, neither the Company nor Parent shall, such Governmental Authority (and shall cause its Affiliates not to, acquire withdraw) or agree to acquire by merging such commitments as may be deemed necessary to secure such Governmental Authority’s consent or consolidating withclearance without undue delay, subject to Section 6.2(e). (e) Nothing in this Agreement shall however require the Buyer: (i) with a view to obtaining the Antitrust Approvals in relation to the acquisition of the Transferred Assets and the Autocos, to, or by purchasing a substantial portion of commit to, sell, hold, divest, discontinue, license or limit before or after the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire Closing Date any assets, businesses or interests of the Buyer, its Affiliates, the Autocos and the Dealership Entities or included in the Transferred Assets, if such commitments would result in (x) a one‑time cost and/or (y) an annual recurring cost over a period not to exceed five years from the entering into Closing Date, having in the aggregate a cash value impact in excess of the amount set forth in Exhibit 6.2(e); (ii) with a view to obtaining the Antitrust Approvals in relation to the acquisition of the Fincos, to, or commit to, sell, hold, divest, discontinue, license or limit before or after the Closing Date any assets, businesses or interests of any Person other than the Fincos (and for the avoidance of doubt, of the Buyer, its Affiliates (other than the Fincos), the Financial Partner and the Affiliates thereof); or (iii) with a view to obtaining any Fincos Approval, to, or commit to, fund capital so as to increase the Leverage Ratio of the Fincos above 12% on a consolidated basis, provided that (A) if any Governmental Authority requires an agreement relating increase of the equity of the Fincos above the Target Ratio, the Buyer shall commit to such Governmental Authority to reduce the portfolio of the related Fincos subsequent to the Closing to the extent necessary to satisfy such requirement and (B) this clause (iii) shall not apply in the event the Buyer is seeking Fincos Approval without the participation of a Financial Partner. (f) General Motors shall cause the Dutch ▇▇▇▇▇ to make all appropriate filings required under applicable Laws with a view to obtaining a positive decision granted by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) with respect to the screening on integrity and/or suitability of new (co-) policymakers (i.e., direct or indirect majority shareholders) and commissioners of the Dutch ▇▇▇▇▇ in accordance with applicable Law. (g) The Buyer shall provide a copy of each of the Regulatory Approvals or of any decision expressly denying the grant of any Regulatory Approval to General Motors no later than 10 Business Days after receipt thereof. (h) The Buyer shall use its best efforts to cause the Financial Partner and any other Person that will, as a result of Closing, acquire a Qualifying Holding in one or more Fincos or Licensed Entities, to perform the same obligations as those provided under this Section 6.2, insofar as necessary for the purpose of obtaining the Fincos Approvals or the consummation of such acquisition, merger or consolidation would reasonably be expected to Licensed Entities Approvals. (i) impose In addition to the obligation of the Buyer to obtain the Fincos Approvals and the Licensed Entities Approvals (which shall remain the sole responsibility of the Buyer, subject to Section 6.2(e)), General Motors shall cause the relevant Fincos and Licensed Entities to respond to reasonable requests from the Buyer in respect of the Fincos Approvals (which shall not require AOAG, the Assets Sellers and the Target Group Companies to incur any delay liability, cost or expense in connection therewith), and, to the extent not effected prior to the date hereof, to make all appropriate pre‑filings and filings required under applicable Law and, in particular: (i) notify the French Prudential Control and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution) in writing of the decision to divest the interests and of the decision of the Buyer or a Buyer Designee to acquire a Qualifying Holding in the obtaining of, or significantly increase French ▇▇▇▇▇ (where regulated by the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any French Prudential Control and Resolution Authority) in accordance with applicable waiting period, or Law; (ii) increase notify the risk of any Governmental Body entering an order prohibiting German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the consummation German Central Bank in writing of the Contemplated Transactionsdecision to divest the interests and of the decision of the Buyer or a Buyer Designee to acquire a Qualifying Holding in the German Fincos (where regulated by the German Federal Financial Supervisory Authority) in accordance with applicable Law; and (iii) notify the UK Financial Conduct Authority in writing of the decision to divest the interests and of the decision of the Buyer or a Buyer Designee to acquire a Qualifying Holding, in the UK Fincos (where regulated by the UK Financial Conduct Authority) and the Licensed Entities in accordance with applicable Law.

Regulatory Approvals. (a) Each Party shall, Seller shall cooperate with Purchaser and shall cause use its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to promptly prepare and file or otherwise submit, as soon as practicable after the date of this Agreement, all necessary documentation; to effect all applications, notices, reportspetitions and filings; and to obtain as promptly as practicable all permits, filings consents, approvals, waivers and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, authorizations of all third parties and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information governmental entities which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, are necessary or advisable in order to consummate and make effective the Contemplated Transactionstransactions contemplated by this Agreement. (b) Without limiting Within 45 days after the generality execution of anything contained in this Section 5.4Agreement, Seller shall file with the appropriate governmental entities all the applications for the requisite Regulatory Approvals relating to Seller and for all other consents, permits and authorizations which Seller is required to obtain in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views consummation of the other in connection with any proposed written communications transactions contemplated by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesAgreement. (c) Except as required Subject to the applicable laws relating to the exchange of information, Seller and Purchaser shall consult with each other on all information in connection with obtaining all permits, consents, approvals and authorizations from all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, prior to Closing, neither . (d) Seller and Purchaser will keep the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion other party apprised of the assets status of or equity in, or by all applications and filings. (e) Except for any other manner, any Person or portion confidential portions thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to party responsible for making and filing shall promptly (i) impose provide a copy of the filing, and any delay supplement, amendment or item of additional information in connection with the obtaining offiling, or significantly increase to the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or other party and (ii) increase deliver to the risk other party a copy of each material notice, order, opinion and other item of correspondence received by it in respect of any Governmental Body entering an order prohibiting the such filing from any governmental entity whose consent or approval is required for consummation of the Contemplated Transactionstransactions contemplated by this Agreement. (f) Purchaser and Seller shall promptly advise each other of any communication received from a governmental entity which causes such party to believe that there is reasonable likelihood that a requisite Regulatory Approval will not be obtained or that the receipt of such approval will be materially delayed.

Regulatory Approvals. (a) Each Party shallof the parties hereto shall use their reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated hereby. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties hereto shall cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information required under any applicable Competition Laws) to effect promptly all necessary filings with any Governmental Entity and to obtain all consents, waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity or other Governmental Entity relating to the transactions contemplated by this Agreement or any of the matters described in this Section 6.6. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Entity regarding any such filings or any such transaction. No party hereto shall independently participate in any substantive meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the substantive meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Laws. Notwithstanding the foregoing or anything to the contrary set forth in this Section 6.6, the parties agree that Parent shall control the strategy and process of all such filings and notifications under Competition Laws (and no agreement with any Governmental Entity shall be entered into with respect to the transactions contemplated hereby without the prior written consent of Parent, and no communication with any Governmental Entity shall take place other than with Parent present or party thereto). The parties hereto may, as they deem advisable, redact any materials as necessary to address reasonable privilege or confidentiality concerns (including with respect to other businesses of Parent or its Subsidiaries or Parent’s or the Company’s respective Affiliates), and to remove references concerning the valuation of the Company and its Subsidiaries, or Parent and its Subsidiaries, or designate any competitively sensitive materials provided to the other under this Section 6.6(b) or any other section of this Agreement as “legal counsel only.” Materials designated “legal counsel only” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) Without limiting the generality of the undertakings pursuant to this Section 6.6, the parties hereto shall use reasonable best efforts to provide or cause its to be provided (including by their “ultimate parent entity (entities” as such that term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon promptly as practicable after to any Governmental Antitrust Entity information and documents requested by such Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the date of transactions contemplated by this Agreement, all applicationsincluding filing any notification or draft notification and report form and related material required under (i) the HSR Act as promptly as practicable, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file but in no event later than ten (10) Business Days thereafter after the Notification date hereof and Report Forms (ii) any Competition Law set forth on Section 6.6(c) of the Company Disclosure Schedule as promptly as practicable, but in no event later than fifteen (15) Business Days after the date hereof; provided that the Company promptly provides responses to any request for information or documentation, and complies promptly with the formalities required by the HSR Act. Each Party shall (i) foreign filings, and thereafter to respond promptly supply the other with to any request for additional information which or documentary material that may be required made under the HSR Act and any similar Competition Law regarding pre-acquisition notifications for the purpose of competition reviews. Parent shall cause (and shall cause its “ultimate parent entity” as that term is defined in order the HSR Act to effectuate such filings, (iicause) submit promptly the filings made by it under the HSR Act to be considered for grant of “early termination,” and make any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such further filings or information submissions pursuant to and in connection with the foregoing thereto that may be necessary, proper, or advisable in order connection therewith. Parent shall be responsible for all filing fees payable to consummate a Governmental Entity applicable to Parent and make effective its ultimate parent entity under the Contemplated TransactionsHSR Act and under any such other Competition Laws applicable to Parent in connection with the transactions contemplated hereby. (bd) Without limiting If any objections are asserted with respect to the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions transactions contemplated hereby under any Antitrust applicable Law or if any Action is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable Law, each Party of the parties hereto shall shall, at its own cost and expense, use its reasonable best efforts to to: (i) cooperate with oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the other with respect to any investigation or other inquirytransactions contemplated hereby); and (ii) promptly provide take such action as reasonably necessary to overturn any regulatory action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the other a copy of all communications received transactions contemplated hereby), including by such Party fromdefending any Action brought by any Governmental Entity in order to avoid entry of, or given to have vacated, overturned or terminated, including by such Party to, any Governmental Bodyappeal if necessary, in each case regarding the Contemplated Transactions; and (iii) order to the extent not prohibited resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such applicable Antitrust Law, Law so as to permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views consummation of the other in connection with any proposed written communications transactions contemplated by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesAgreement. (ce) Except as required by this AgreementNotwithstanding the foregoing, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, take all actions necessary to obtain any authorization, consent or approval of a Governmental Entity (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the transactions contemplated hereby, to occur as expeditiously as reasonably practicable (and in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any Competition Law, including: (i) taking such actions and agreeing to such requirements or conditions to mitigate any concerns as may be requested or required by a Governmental Entity in connection with any Governmental Filing, (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of Parent or its Affiliates (including the Surviving Corporation and its Subsidiaries) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such business, product lines, rights or assets), (iii) terminating or restructuring existing relationships, contractual or governance rights or obligations of Parent or its Affiliates (including the Surviving Corporation and its Subsidiaries), (iv) terminating any venture or other arrangement and (v) otherwise taking or committing to take actions that after the Closing Date would limit Parent’s or its Affiliates’ (including the Surviving Corporation’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries), in each case as may be required in order to enable the consummation of the transactions contemplated hereby to occur as soon as reasonably practicable (and in any event no later than the Outside Date) and to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting or delaying the consummation of the transactions contemplated hereby, and in that regard Parent shall, and shall cause its Affiliates (including the Surviving Corporation and its Subsidiaries) to, agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to Parent’s or its Affiliates’ (including the Surviving Corporation’s and its Subsidiaries’), ability to retain or control, any of the businesses, product lines, rights or assets of Parent or any of its Affiliates (including the Surviving Corporation and its Subsidiaries) or any interest therein; provided, however, that nothing in this Agreement shall obligate Parent or the Company to take or agree to take any such action not conditioned on the consummation of the Closing. (f) From the date of this Agreement until Closing, neither Parent nor any of its Affiliates shall acquire or agree to acquire acquire, by merging with or into or consolidating with, or by purchasing all or a substantial portion majority of the assets of or any equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assetsPerson, if the entering into execution and delivery of an a definitive agreement relating to to, or the consummation of of, such acquisition, merger or consolidation acquisition would reasonably be expected to to, in any material respect: (i) impose any delay in the obtaining ofobtaining, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals consents of any a Governmental Body Entity necessary to consummate the Contemplated Transactions transactions contemplated hereby or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any a Governmental Body Entity seeking or entering an order a Governmental Order prohibiting the consummation of the Contemplated Transactionstransactions contemplated hereby or (iii) otherwise prevent or delay the consummation of the transactions contemplated hereby.

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in 6.1 The parties acknowledge that for the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required Casino Agreements to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to valid, they must have the approval of the NIGC and perhaps other governmental authorities; that the NIGC regulations also require the disclosure of any Governmental Body with respect agreements which are related to the Contemplated Transactions, aforementioned agreements ("Collateral Agreements"); that this Agreement is a Collateral Agreement and shall file no later than ten (10) Business Days thereafter that it must be and will be disclosed to the Notification Band and Report Forms required the NIGC. 6.2 The parties acknowledge that any loan made to the Band directly by the HSR Act. Each Party shall parties to this Agreement or any loan to the Band which is guaranteed by the parties related to the development of the proposed Enterprise may likewise be a Collateral Agreement which must be submitted to the NIGC and/or may require approval by the Bureau of Indian Affairs (iBIA) promptly supply the other with any information which may be required pursuant to 25 USC 81 in order to effectuate such filingsbe valid. 6.3 The parties acknowledge that any party with a financial interest in the funding or the Management Fee is subject to background investigation by the NIGC as well as possibly other interested tribal, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Bodystate, and federal regulatory agencies (iii) coordinate the "Regulatory Agencies"). 6.4 In the event that any Regulatory Agency with the other Party in making authority to review any such filings or information submissions pursuant to and in connection with of the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide contracts related to the other a copy proposed Enterprise finds the terms of all communications received by this Agreement unacceptable. ▇▇▇▇▇▇'▇ and CRC shall negotiate in good faith to modify this Agreement in such Party frommanner as to satisfy the objections of such Regulatory Agency(s). Such negotiations shall include, or given by such Party but not be limited to, the issue of the acceptance by the parties of changes required to satisfy such objections that do not result in a material increase in cost, risk or obligation to either of the parties or which does not have a materially adverse impact on ▇▇▇▇▇▇'▇ ability to manage the Enterprise. If the parties are unable to reach an agreement acceptable to such Regulatory Agency(s) within ninety (90) days of notice of objection from any Governmental BodyRegulatory Agency(s), in each case regarding then this Agreement shall terminate and, subject to the Contemplated Transactions; and (iii) provisions of Section 7.1.2 hereof, CRC shall have no further rights herein, except, to the extent not prohibited under applicable Antitrust Lawallowed by any relevant Regulatory Authority, permit for the other right of CRC to review in advance any communication given by it receive payment from ▇▇▇▇▇▇'▇, as provided below, of a sum of money equal to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views then present value of the other in connection with any proposed written communications by such Party CRC's right to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided receive payments pursuant to this Section 5.4(bAgreement (the "Present Value Payment") may in full satisfaction of CRC's rights hereunder and its full and unconditional release of any further claims related to the Casino Agreements. Such valuation shall be restricted to outside counsel and redacted to (A) remove references concerning as determined by a nationally or regionally recognized investment banking firm with experience in the valuation of either Party, (B) comply gaming businesses selected by ▇▇▇▇▇▇'▇ with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company CRC, which consent shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Mergernot be unreasonably withheld; provided, however, that each Party ▇▇▇▇▇▇'▇ may not select any firm that has provided any services to ▇▇▇▇▇▇'▇, directly or through any Affiliate, within the prior two years and for which it had received fees or other compensation, including underwriting discounts, in excess of $25,000, in the aggregate. The fees of such investment banking firm shall bear its own legal feesbe split equally between CRC and ▇▇▇▇▇▇'▇. The Present Value Payment shall be paid in thirty-six (36) equal monthly installments of principal plus interest calculated at the same rate used to calculate the Present Value Payment. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or 6.5 The parties hereto agree to acquire by merging cooperate fully with any investigation of their suitability or consolidating withthat of any of their officers, directors, employees, Affiliates, stockholders, or agents by purchasing a substantial portion of the assets of or equity inany tribal, state, or by any other manner, any Person or portion thereof, or otherwise acquire or agree federal regulatory agency charged with that responsibility related to acquire any assets, if the entering into of an agreement relating to or parties' financial involvement with the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsBand's proposed Enterprise.

Regulatory Approvals. (a) Each Party shallSubject to the terms and conditions herein, each party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the Transaction. Subject to appropriate confidentiality protections, each party hereto shall cause its ultimate parent entity (furnish to the other parties such necessary information and reasonable assistance as such term is defined other party may reasonably request in connection with the foregoing. (b) Each of the parties shall cooperate with one another in good faith and use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act) toto effect promptly all necessary filings and to obtain all consents, use waivers and approvals necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity relating to the Transaction or any of the matters described in this Section 6.3. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Competition Laws. In furtherance and without limiting in any way the generality of the foregoing, the Company agrees to (i) as promptly as reasonably practicably update and amend its FDD to comply with all applicable Laws (including adding a disclosure disclosing, among other things, this Agreement and the transactions contemplated hereby) and (ii) cooperate with Buyer in connection with (x) such updates and amendments, including taking into consideration and including Buyer’s reasonable best efforts comments with respect thereto and (y) any required updates to file Buyer’s franchise disclosure documents. (c) Without limiting the generality of the undertakings pursuant to this Section 6.3, the parties hereto shall provide or otherwise submit, cause to be provided as soon promptly as practicable after the date of this Agreement, all applications, notices, reports, filings to any Governmental Antitrust Entity information and other documents reasonably requested or required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to Antitrust Entity, including filing any notification and report form and related material required under the Contemplated TransactionsHSR Act or any other applicable Competition Law as promptly as practicable, and shall file but in no event later than ten (10) Business Days after the date hereof for filings required under the HSR Act (which shall include a request for early termination of the applicable waiting period under the HSR Act), and thereafter to respond promptly to any request for additional information or documentary material that may be made and use reasonable best efforts to obtain early termination of the Notification and Report Forms waiting period under the HSR Act. Fees associated with filings required by the HSR Act. Each Party Act shall be borne by Buyer. (id) promptly supply Further, each of the other parties hereto shall use reasonable best efforts to take any and all actions necessary to resolve such objections, if any, as may be asserted by any Governmental Antitrust Entity with respect to the Transaction under any information Competition Law, including for the avoidance of doubt, contesting or resisting (including through any applicable appeals process) any Legal Proceeding which may be required instituted challenging the Transaction and seeking to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in order effect and that prohibits, prevents or restricts the consummation of the Transaction. Buyer and the Company shall use reasonable best efforts to effectuate such filings, (ii) submit promptly take any additional information which and all actions necessary as may be reasonably requested by any such Governmental Body, and (iii) coordinate required to cause the expiration of the notice periods under the HSR Act or other Competition Laws with respect to the other Party in making any such filings or information submissions pursuant to and in Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing foregoing, each of Buyer and the Company agrees to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any Competition Laws that may be necessaryasserted by any Governmental Antitrust Entity, proper, or advisable in order so as to consummate and make effective enable the Contemplated Transactions. (b) parties to close the Transaction as expeditiously as possible. Without limiting the generality of anything contained in this Section 5.4the foregoing, Buyer shall use reasonable best efforts to: (i) at Buyer’s sole cost, comply with all restrictions and conditions, if any, (A) imposed or requested by any Governmental Antitrust Entity with respect to Competition Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer or the Company contemporaneously with or after the Closing and regardless as to whether a third party Buyer has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Buyer or the Company’s freedom of action with respect to, or its efforts ability to obtain all requisite approvals and authorizationsretain, one or more of its operations, divisions, businesses, products lines, customers or assets, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under (3) entering into any Antitrust LawOrder, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation consent decree or other inquiry; agreement to effectuate any of the foregoing or (B) reasonably requested by a third party in connection with a Divestiture; (ii) promptly provide terminate any Contract to the which Buyer is party or other a copy business relationship as may be required to obtain any necessary clearance of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) Antitrust Entity or to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views obtain termination of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable any Competition Laws; and (iii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Law, or pull and refile under the HSR Act, Entity without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesCompany. (ce) Except as required by Notwithstanding the foregoing Section 6.3(d) or anything else herein to the contrary, the parties hereto understand and agree that in no event shall Buyer be obligated to take or refrain from taking, or cause its Affiliates or Subsidiaries to take or refrain from taking, any action under Section 6.3(d) or suffer to exist any condition, qualification, limitation, restriction or requirement that, individually or in the aggregate with any other actions under this AgreementSection 6.3(e), prior qualifications, conditions, limitations, restrictions or requirements, would be expected to Closing, neither the Company nor Parent shallresult in a Burdensome Condition. (f) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person business or portion any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an a definitive agreement relating to to, or the consummation of such acquisition, merger or consolidation would could reasonably be expected to to: (i) impose any delay in the obtaining of, or significantly materially increase the risk of not obtaining, obtaining any authorizations, consents, orders, declarations or approvals consent of any Governmental Body Antitrust Entity necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or transactions contemplated hereby; (ii) materially increase the risk of any Governmental Body Antitrust Entity entering an order Order prohibiting the consummation of the Contemplated TransactionsTransaction; or (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise.

Regulatory Approvals. (a) Each Party shallExcept for the filings and notifications made pursuant to Antitrust Laws to which Sections 5.1(b) and 5.1(c), and not this Section 5.1(a), shall cause its ultimate parent entity (as such term is defined in apply, promptly following the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date execution of this Agreement, all applications, notices, reports, filings the Parties shall proceed to prepare and file with the appropriate Governmental Entities and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactionsthird parties all authorizations, consents, notifications, certifications, registrations, declarations and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable are necessary in order to consummate the Transactions and make effective shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the Contemplated Transactions. (b) Without limiting prosecution of, such matters. Notwithstanding the generality of anything contained in this Section 5.4foregoing, in connection with its efforts no event shall either the Company or Contributor or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain all requisite approvals and authorizationsany such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Contributor and the expiration or termination of all applicable waiting periods for Company shall have the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other right to review in advance any communication given by it and, to any Governmental Body concerning the Contemplated Transactionsextent reasonably practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Contributor or the Company, as applicable, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Proxy Statement). The Company and the Company Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions without the prior written consent of Contributor (which consent, subject to Section 5.1(b), may be withheld in Contributor’s sole discretion). (b) As promptly as reasonably practicable following the execution of this Agreement, but in no event later than twenty (20) Business Days following the Execution Date, the Parties (or their ultimate parents) shall make any filings required under the HSR Act. Each of Contributor and the Company shall cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings and in connection with obtaining all required consents, authorizations, orders, expirations, terminations, waivers, or approvals under any applicable Antitrust Laws. Unless otherwise agreed, Contributor and the Company shall each use reasonable best efforts to ensure the prompt expiration or termination of any applicable waiting period under the HSR Act. Contributor and the Company shall each use reasonable best efforts to promptly respond to any request for information or documents from any Governmental Entity charged with enforcing, applying, administering, or investigating the HSR Act or any other Laws designed to prohibit, restrict or regulate actions for the purpose or effect of mergers, acquisitions, monopolization, restraining trade or abusing a dominant position (collectively, “Antitrust Laws”), including the Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States (“Antitrust Authority”). Contributor and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from any Antitrust Authority, and shall promptly provide each other with copies of any written communications with any proposed written communications by such Party Antitrust Authority. In connection with the efforts referenced in this Section 5.1 to obtain all requisite approvals and authorizations for the Transactions under the HSR Act, any Governmental Body concerning other Antitrust Law, or any state law, each of the Contemplated Transactions, and consult Parties shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) provide each other with advance copies and a reasonable opportunity to comment on all proposed notices, submissions, filings, applications, undertakings, and information and correspondence proposed to be supplied to or filed with any Antitrust Authority, except the Parties’ HSR Act filings, regarding any of the Transactions contemplated hereby, (iii) resolve any objections as may be asserted by any Antitrust Authority with respect to the Transactions, (iv) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Antitrust Authority challenging the Transactions or this Agreement as being in violation of any meeting or telephone or video conference with, any Governmental BodyLaw, and give (v) to the other extent permitted by applicable Law, provide Contributor or its outside counsel the Company, as applicable, a reasonable opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Bodyany meetings, discussions, telephone conversations, or correspondence with an Antitrust Authority; provided, provided that materials required to be provided pursuant to this Section 5.4(b) section may be restricted redacted (1) to outside counsel and redacted to (A) remove references concerning the valuation of either Partythe Company or the Contributor Subsidiaries, (B2) as necessary to comply with contractual arrangements, (3) as necessary to comply with applicable law, and (C4) preserve as necessary to address reasonable privilege or confidentiality concerns. The foregoing obligations in this Section 5.1(b) shall be subject to the Confidentiality Agreement and any attorney-client client, work product or other privilege. Neither Party Notwithstanding anything to the contrary in this Agreement, none of the Parties nor any of their respective Affiliates shall commit to or agree with be required to, and none of the Parties may, nor shall any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Actof them permit their Subsidiaries to, without the prior written consent of the other. Parent and other Parties hereto, take any action that would reasonably be expected to have a material adverse effect on the financial condition, business, revenue or earnings before interest, taxes, depreciation or amortization of the Company shall each pay one-half of and its Subsidiaries, taken as a whole, from and after the filing fee under the HSR Act relating to the HSR filing required for the MergerClosing; providedprovided further, however, that each Party shall bear its own legal feesany action taken pursuant to this Section 5.1(b) may be conditioned upon the Closing. (c) Except as required by this Agreement, prior to Closing, neither Contributor and the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by take any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would action that could reasonably be expected to (i) impose any hinder or delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or material respect the expiration or termination of the required waiting period under the HSR Act or any other applicable waiting periodAntitrust Laws, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsconsent or approval required pursuant to any other applicable Antitrust Laws.

Regulatory Approvals. (a) Each Party shallAs soon as practicable, Aurora shall apply to list the Aurora Shares issuable or to be made issuable pursuant to the Arrangement (including all Aurora Shares issuable upon the exercise or vesting of Replacement Securities) on the TSX, and shall cause use its ultimate parent entity (as such term is defined in the HSR Act) to, use commercially reasonable best efforts to file or otherwise submitobtain approval, as soon as practicable after subject to customary conditions, for the date listing of this Agreement, all applications, notices, reports, filings such Aurora Shares on the TSX. (b) Aurora and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and Anandia each shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall promptly: (i) promptly supply the other with any information which may be required in order to effectuate such the filings, notifications or submissions (except where such material is confidential or competitively or commercially sensitive, in which case it will be provided (subject to applicable Laws) to the other Party’s outside counsel on an “external counsel” basis) required by Section 4.3(a); (ii) submit promptly supply any additional information which reasonably may be reasonably requested required by any such Governmental Body, and Entity of any other applicable jurisdiction; (iii) coordinate with the other Party in making any such filings or information submissions pursuant subject to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance and provide comments on any drafts of any proposed filing, application, submission or other written communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of Entity and provide the other in connection with a copy of any proposed such filing, application, submission or written communications by such Party communication, or written summary of any oral communication to any Governmental Body concerning Entity (except where such material is confidential or competitively or commercially sensitive, in which case it will be provided (subject to applicable Laws) to the Contemplated Transactions, and consult with each other in advance Party’s outside counsel on an “external counsel” basis); and (iv) promptly notify the other Party of any meeting written or telephone or video conference with, oral communication received from any Governmental BodyEntity and subject to applicable Law, and give provide the other Party with a copy of any written communication or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation a written summary of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesoral communication. (c) Except as required by this AgreementNeither Party shall attend any meetings, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, whether in Person or by purchasing telephone, with any Governmental Entity in connection with the Transaction, unless it provides the other Party with a substantial reasonable opportunity to attend such meetings (provided that (subject to applicable laws) where confidential or competitively or commercially sensitive information is discussed, only the other Party’s outside counsel shall be permitted to attend the relevant portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of meeting on an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions“external counsel” basis).

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon As promptly as practicable after the date of this Agreement, and in any event within ten Business Days after the date hereof, Parent and the Company shall each make all applicationsrequired filings under the HSR Act (collectively, noticesthe “Antitrust Filings”). Each Party shall promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party shall promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, reportsany of their Affiliates or any of its or their Representatives, filings on the one hand, and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body Entity, on the other hand, with respect to this Agreement or the Contemplated Transactions. Without limiting the generality of the foregoing, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each subject to applicable Legal Requirements, each Party shall (i) promptly supply notify the other with Parties of any information which may be required in order written communication made to effectuate such filings, (ii) submit promptly or received by it from any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with Entity regarding the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in permit each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any proposed written communication given by it to any such Governmental Body Entity and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Contemplated TransactionsTransactions unless, consider in good faith to the views of extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; and (iv) furnish each other with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective representatives, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Parent, on the one hand, and the Company, on the other hand, shall each pay 50% of any filing fees required by any Governmental Entities, including with respect to any registrations, declarations and filings required in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, and consult including filing fees in connection with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile filings under the HSR Act, without . As promptly as practicable following the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither and no later than 30 days after the Company nor Closing, Parent shall, shall prepare and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of file the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsInvestment Canada Act Notification.

Regulatory Approvals. (a) Each Party shallSubject to the terms and conditions of this Agreement (including Section 4.4(e)), each of the Parties shall cooperate with the other Parties and use (and shall cause its ultimate parent entity (as such term is defined in the HSR Acttheir respective Subsidiaries to use) to, use their respective reasonable best efforts to file or otherwise submitpromptly obtain all approvals, as soon as practicable after the date of this Agreementconsents, all applicationsregistrations, noticespermits, reports, filings authorizations and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to confirmations from any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be Authority necessary, proper, proper or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts Subject to obtain all requisite approvals appropriate confidentiality protections and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust restrictions required by Applicable Law, each Party hereto of the Parties shall promptly supply, and shall use its reasonable best efforts to cause their Affiliates or owners promptly to supply, the others with any information and reasonable assistance that may be reasonably required to make any filings or applications pursuant to Section 4.4(a). (c) Each of the Parties shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the other Transactions and in connection with respect to any investigation or other inquiry; inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party and (ii) promptly provide use its reasonable best efforts to keep the other Party informed in all material respects and on a copy reasonably timely basis of all communications any material communication received by such Party from, or given by such Party to, any Governmental BodyAuthority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Contemplated Transactions; . Without limiting the generality of the foregoing, and subject to applicable confidentiality restrictions required by Applicable Law, each of the Parties will notify the others promptly upon the receipt of (x) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant hereto or the Merger itself and (iiiy) any request by any officials or any Governmental Authority for answers to any questions or the production of any documents relating to an investigation of the Merger by any Governmental Authority. Subject to appropriate confidentiality protections, each Party shall provide to the other Parties (or their respective Representatives) upon request copies of all correspondence between such Party and any Governmental Authorities relating to the Merger. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 4.4(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent not prohibited under applicable Antitrust reasonably practicable, all discussions, telephone calls and meetings with a Governmental Authority regarding the Merger shall include Representatives of Parent and the Company. Subject to Applicable Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the Parties will consult and cooperate with each other in connection with any proposed written communications by such Party analyses, appearances, presentations, memorandum, briefs, arguments and proposals made or submitted to any Governmental Body concerning Authority regarding the Contemplated TransactionsMerger by or on behalf of any Party. (d) If any objections are asserted with respect to the Transactions under any Antitrust Law or if any Legal Proceeding is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law, each of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to to: (A) remove references concerning oppose or defend against any action to prevent or enjoin consummation of this Agreement and the valuation of either PartyTransactions, and/or (B) comply with contractual arrangementstake such action as reasonably necessary to overturn any regulatory action by any such Governmental Authority to prevent or enjoin consummation of this Agreement and the Transactions, and including by defending any Legal Proceeding brought by any such Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Authority or private party may have to such Transactions under such Antitrust Law so as to permit consummation of the Transactions. (Ce) preserve attorney-client privilege. Neither Party shall commit Notwithstanding anything in this Agreement to the contrary (including the other provisions of this Section 4.4), if any Legal Proceeding is instituted (or agree with threatened to be instituted) challenging any Governmental Body to stay, toll or extend Transaction as violative of any applicable waiting period under applicable Antitrust Law, it is expressly understood and agreed that: (i) neither Party shall be under any obligation to make proposals, execute or pull carry out agreements or submit to orders providing for a Divestiture; and refile under the HSR Act, (ii) neither Party or its respective Subsidiaries may conduct or agree to conduct a Divestiture without the prior written consent of the otherother Party. Parent and “Divestiture” shall mean (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, Company, or any of their respective Subsidiaries, (B) the imposition of any limitation or restriction on the ability of Parent, the Company shall each pay one-half or any of their respective Subsidiaries to freely conduct their business (including, with respect to Parent, the filing fee under the HSR Act relating ability to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither control the Company nor Parent shalland its Subsidiaries after the Closing), and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion (C) the holding separate of any of the assets of the Company or equity in, Parent (or by any other manner, limitation or regulation on the ability of Parent or any Person or portion thereof, or otherwise acquire or agree of its Subsidiaries to acquire any assets, if exercise full rights of ownership of the entering into of an agreement relating to or Company after the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting periodClosing), or (iiD) increase the risk making of any Governmental Body entering an order prohibiting payment or commercial concession to any third party as a condition to obtaining a required consent of any third party in connection with the consummation of the Contemplated TransactionsAgreement.

Regulatory Approvals. Subject to all of the terms and conditions hereof: (a) Each Party shallof the parties hereto shall cooperate with the other parties and use their respective commercially reasonable efforts to promptly (i) take, or cause to be taken, all actions, and shall do, or cause its ultimate parent entity (to be done, all things necessary, proper or advisable to cause the other party’s conditions to Closing to be satisfied as such term is defined promptly as practicable and to consummate the Closing in the HSR Actmost expeditious manner practicable, and (ii) toobtain all approvals, use reasonable best efforts to file or otherwise submitconsents, as soon as practicable after the date of this Agreementregistrations, all applicationspermits, notices, reports, filings authorizations and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to confirmations from any Governmental Body or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to cooperate to make the appropriate application to FINRA and each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactions, transactions contemplated by this Agreement as promptly as practicable and shall file no later than in any event within ten (10) Business Days thereafter of the Notification Execution Date and Report Forms required to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 7.5 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable (including by requesting early termination of the waiting period under the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions). (b) Without limiting Each of the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party parties hereto shall use its commercially reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Body in connection with the other transactions contemplated by this Agreement and in connection with respect to any investigation or other inquiry; inquiry by or before a Governmental Body relating to the transactions contemplated by this Agreement, including any such proceeding initiated by a private party, and (ii) promptly provide to keep the other party reasonably informed in all material respects and on a copy reasonably timely basis of all communications any material communication received by such Party party from, or given by such Party party to, the FTC, the Antitrust Division of the Department of Justice, FINRA, the SEC or any other Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required transactions contemplated by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each The Company and Parent covenant and agree to proceed diligently, in a coordinated fashion, to apply for and seek to obtain the Regulatory Approvals. (b) Subject to Section 5.5(c), Parent and the Company shall take all actions necessary to cause the filings, applications, notices and submissions required by the Parties and their respective Subsidiaries to obtain all Regulatory Approvals to be made as promptly as reasonably practicable. The Parties further agree to: (i) comply at the earliest practicable date with any request for additional information received by any Party shallor its Subsidiaries, from any Governmental Entities, in connection with obtaining any Regulatory Approval; and (ii) to cooperate with each other in connection with their respective filings with respect to obtaining any Regulatory Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity. For greater certainty, each Party agrees that from the date hereof until the earlier of (i) the Effective Date; and (ii) this Agreement having been terminated pursuant to its terms, it shall use commercially reasonable efforts, and shall cause its ultimate parent entity (as such term is defined in Subsidiaries to use their commercially reasonable efforts, to obtain the HSR Act) to, use reasonable best efforts to file or otherwise submit, Regulatory Approvals as soon as practicable after reasonably practicable, and, without limitation, it shall, and, where appropriate, shall cause its Subsidiaries to: (i) effect all necessary or appropriate registrations, filings, notifications, applications and submissions of information required by Governmental Entities from such party or any of its Subsidiaries, including the date notifications set out in the Company Data Room; (ii) provide the other Party with copies of this Agreementany submissions, filings or additional information in advance, and a reasonable opportunity to comment on all applications, notices, reportssubmissions, filings and other documents reasonably required information supplied to be or filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4Entity, in connection with its efforts obtaining any Regulatory Approval (except for notices and information which the disclosing party, acting reasonably, considers highly confidential and competitively sensitive, which then shall be provided on an outside counsel only basis to obtain all requisite approvals and authorizations, and external counsel of the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to other Party); (iiii) cooperate with in the preparation of any response by the other with respect Party to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications request for additional information received by such other Party fromor its Subsidiaries, or given by such Party to, from any Governmental BodyEntities, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with obtaining any proposed written communications by Regulatory Approval; and (iv) effect such Party to any Governmental Body concerning the Contemplated Transactions, presentations and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in assist at such meetings and conferences unless prohibited by the applicable with or public hearings of Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) Entities as may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required appropriate for the Merger; provided, however, that each Party shall bear its own legal feespurpose of obtaining the Regulatory Approvals. (c) Each Party covenants and agrees in favour of the other Party that, from the date hereof until the earlier of (i) the Effective Date; and (ii) the date this Agreement is terminated pursuant to its terms, it will not initiate or enter into any substantive discussions or hold meetings with Governmental Entities in relation to the Arrangement and/or the Regulatory Approvals, without the presence or prior approval (not to be unreasonably withheld) of the other Party. Except as required for proxies and other non-substantive communications with Company Securityholders, each of the Company and Parent shall furnish promptly to the other party a copy of each notice, report, schedule or other documents delivered, filed or received by such party from significant Company Securityholders or regulatory agencies in connection with: (i) the Arrangement; (ii) the Company Meeting; (iii) any filings under applicable Laws in connection with the transactions contemplated by this Agreement; and (iv) any dealings with regulatory agencies or other governmental authorities in connection with the transactions contemplated by this Agreement (d) For purposes of this Agreement, no Regulatory Approval shall be considered to have been obtained unless it is on terms satisfactory to each of the Parties acting reasonably, provided however that any undertakings, terms and conditions required to be offered, accepted and agreed to by Parent in accordance with the requirements of Section 5.5(a) are deemed to be satisfactory to each of the Parties. In addition, no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation has been instituted or threatened after the granting of any Regulatory Approval and remains outstanding or subject to final judgment or adjudication prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion filing of the assets Articles of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation Arrangement and receipt of the Contemplated TransactionsCertificate of Arrangement. (e) All filing and similar fees paid to Governmental Entities associated with obtaining any Regulatory Approval shall be shared equally by the Parties.

Regulatory Approvals. (a) Each Party shall, The Parties will cooperate with each other and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submitpromptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of, the Bank Regulators and any other Governmental Entities necessary to consummate the transactions contemplated by this Agreement and MainSource will make all necessary filings in respect of the required Regulatory Approvals as soon promptly as practicable after the date of this Agreementhereof (provided that Cheviot Financial has timely provided all information requested in writing by MainSource or its counsel, all applications, notices, reports, filings and other documents reasonably within thirty (30) days after the date hereof). In no event shall MainSource be required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity agree to any Governmental Body prohibition, limitation, or other requirement that would, individually or in the aggregate, (a) prohibit or materially limit the ownership or operation by MainSource or any MainSource Subsidiary of all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (b) compel MainSource or any MainSource Subsidiary to dispose of or hold separate all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (c) impose a material compliance burden, penalty or obligation on MainSource or any MainSource Subsidiary resulting from noncompliance by Cheviot Financial with respect its regulatory obligations; or (d) otherwise materially impair the value of Cheviot Financial and the Cheviot Financial Subsidiaries to MainSource and the Contemplated TransactionsMainSource Subsidiaries (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). The Parties will furnish each other and shall file no later than ten (10) Business Days thereafter the Notification each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the stockholders and such other matters as may be necessary or advisable in connection with any information which may be required in order application, petition or any other statement or application made to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Bank Regulator or Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and Entity in connection with the foregoing that may be necessaryMerger, properand the other transactions contemplated by this Agreement. Cheviot Financial shall have the right to review and comment on, or advisable and to the extent practicable to consult with MainSource on, the information which appears in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, any filing made in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration transactions contemplated by this Agreement with any Bank Regulator or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; Entity. MainSource shall give Cheviot Financial and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend review and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangementscomment on, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR extent practicable to consult with MainSource on, each filing required for the Merger; providedprior to its being filed with a Bank Regulator and shall give Cheviot Financial and its counsel copies of, howeverand an opportunity to review, that each Party shall bear its own legal fees. (c) Except as required by this Agreementif material, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire their being filed with or agree sent to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other mannerBank Regulator, any Person or portion thereofregulatory filings, or otherwise acquire or agree amendments and supplements to acquire any assets, if the entering into of an agreement relating such filings and all responses to or the consummation of such acquisition, merger or consolidation would reasonably be expected requests for additional information and replies to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionscomments.

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as As soon as practicable after the execution of this Agreement, and, in any event, within 60 calendar days after the date of this Agreement, all applications, notices, reports, filings each of Cabot Parent and other documents reasonably required Columbus shall make or cause to be filed by such Party made all filings required of each of them or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body of their Affiliates under Antitrust Laws with respect to the Contemplated TransactionsTransaction (collectively, the “Antitrust Applications”). As soon as practicable after the execution of this Agreement, and, with respect to the Regulatory Applications, in any event, within 60 calendar days after the date of this Agreement (with an additional 30 calendar days for Regulatory Applications related to LFAs, State Regulatory Authorities and Broadband Grants subject to extension upon the mutual agreement of the parties), Cabot Parent and Columbus shall prepare and file or deliver, or cause to be prepared and filed or delivered, the Regulatory Applications and any other applications (other than the Antitrust Applications) seeking consent or approval of, clearance from, or filings, notices, declarations or registrations with, any other Government Entities that are necessary for the consummation of the transactions contemplated hereby (together with the Antitrust Applications, the “Regulatory Approvals”). In addition, Cabot Parent shall cause Cabot to use reasonable best efforts to promptly obtain, and shall file to obtain no later than ten (10) Business Days thereafter the Notification and Report Forms required End Date, for any Cabot Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the HSR Act. Each Party shall Communications Act has not been timely delivered to the appropriate Government Entity, a renewal or extension of either (i) promptly supply the other with any information which may be required in order to effectuate such filings, at least thirty-seven (37) months; or (ii) submit promptly any additional information which may be reasonably requested at least two (2) years and an agreement by any such Governmental Body, and Government Entity to abide by the renewal procedures set forth in subsections (iiib) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactionsthrough (g) of Section 626. (b) Without limiting Subject to the generality terms of anything contained in this Section 5.45.5, the parties shall cooperate with each other in all reasonable respects and shall use reasonable best efforts to (i) obtain the Regulatory Approvals as promptly as practicable, including to resolve such objections, if any, as may be asserted by any Government Entity with respect to the Transaction under the Antitrust Laws, the Communications Laws or any other applicable Law in connection with the Transaction, (ii) take such actions as may be required to cause the expiration of the waiting or notice periods under the Communications Laws or the Antitrust Laws with respect to the Transaction as promptly as possible after the execution of this Agreement, (iii) promptly file any additional information required by any Government Entity in connection with the Regulatory Approvals as soon as practicable after receipt of a request for additional information and (iv) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of drafts of all prepared filings to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such Government Entity with respect to any such filing. Without the prior consent of Columbus, none of Cabot Parent, Cabot or any of its efforts Subsidiaries shall agree with any Government Entity to obtain all requisite approvals extend or to toll the time limits applicable to such Government Entity’s consideration of any Regulatory Approval. Each of Cabot Parent and authorizationsColumbus shall promptly inform the other party of any material and substantive oral communication with, and provide copies of written communications (and memoranda setting forth the expiration substance of any material and substantive oral communication) with, any Government Entity regarding any Regulatory Approval. Unless prohibited by applicable Law or termination by the applicable Government Entity, and subject to the other terms of all applicable waiting periods for the Contemplated Transactions under any Antitrust Lawthis Section 5.5, each Party hereto of Cabot Parent and Columbus shall consult with the other party prior to any meetings, by telephone or in person, with the staff of a Government Entity in connection with the transactions contemplated by this Agreement and, to the extent reasonably practicable, provide reasonable prior notice to, and include the other party in, material and substantive meetings or conversations with any Government Entity in connection with the transactions contemplated by this Agreement. If such notice and inclusion is prohibited by applicable Law or is not reasonably practicable, such party shall keep the other party apprised with respect thereto. In furtherance of its obligations under this Section 5.5, each of Cabot Parent and Columbus shall use its reasonable best efforts to (i) furnish to the other party all information reasonably requested by the other party in connection with Regulatory Approvals, and will consult and cooperate with the other with respect party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals relating to any investigation or other inquiry; (ii) promptly provide Regulatory Approvals. Each of Cabot Parent and Columbus may designate competitively sensitive material provided to the other a copy party under this Section 5.5 as “outside counsel only” if such designating party reasonably deems it advisable and necessary to do so and provided that it is standard industry practice to refrain from disclosing such material in the context of all communications received an acquisition or merger transaction (it being agreed that such materials designated as “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such Party fromoutside counsel to employees, officers, or given by such Party todirectors of the recipient, unless express written permission is obtained in advance from the source of the materials). In addition, each of Cabot Parent and ▇▇▇▇▇▇▇▇ may redact any Governmental Body, in each case regarding material provided to the Contemplated Transactions; and other parties under this Section 5.5 (iiiwhether or not competitively sensitive or designated as “outside counsel only”) (w) to exclude Transaction-Related Documents, as defined under the extent not prohibited under applicable Antitrust LawHSR Act, permit the other (x) to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Partybusinesses, (By) as necessary to comply with contractual arrangementsagreements, and (Cz) preserve attorney-client privilegeas necessary to address reasonable privilege concerns. Neither Party Subject to compliance with its obligations in this Section 5.5, Columbus shall be entitled, upon reasonable consultation in advance with Cabot Parent and after good faith consideration of the views of Cabot Parent, to direct the strategy with respect to obtaining the Regulatory Approval; however neither Columbus nor Cabot Parent may commit to or agree with any Governmental Body Government Entity to enter into a timing agreement, stop the clock, stay, toll or extend any applicable waiting period under or withdraw and refile its Notification and Report form as required by the Antitrust Laws or other applicable Antitrust Law, or pull and refile under the HSR Actenter into any similar timing agreement, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating other party (not to the HSR filing required for the Merger; providedbe unreasonably withheld, however, that each Party shall bear its own legal feesconditioned or delayed). (c) Except as required by Notwithstanding anything in this AgreementAgreement to the contrary, prior to ClosingColumbus, neither the Company nor Columbus Holdings and Cabot Parent shallunderstand and agree that “reasonable best efforts” shall require Columbus, Columbus Holdings and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected their respective Subsidiaries to (i) impose divest or otherwise hold separate (including by establishing a trust or otherwise) any delay businesses, assets or properties of Columbus, Columbus Holdings and their respective Subsidiaries (including Cabot and the Transferred Subsidiaries), other than businesses, assets or properties that, individually or in the obtaining ofaggregate, or significantly increase are material to Columbus, Columbus Holdings and their respective Subsidiaries (including Cabot and the risk of not obtainingTransferred Subsidiaries), any authorizationstaken as a whole, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase accept any conditions or take any other actions that would apply to, or affect, any businesses, assets or properties of Columbus, Columbus Holdings and their respective Subsidiaries (including of Cabot or any Transferred Subsidiary or the risk Cabot Business), other than (A) any condition requiring significant construction or any condition in perpetuity, (B) any condition or action that is inconsistent with or violative of any Governmental Body entering an conditions imposed by the FCC in connection with securing Regulatory Approvals from the FCC or (C) any condition or action that would reasonably be expected, individually or in the aggregate, to materially adversely affect (financially or otherwise) the business, assets or results of operations of Columbus, Columbus Holdings and their respective Subsidiaries (including Cabot and the Transferred Subsidiaries), taken as a whole, and (iii) unless mutually agreed by the parties, litigate or participate in the litigation of any proceeding involving the FCC, the FTC or Antitrust Division, or any other Government Entity, whether judicial or administrative, in order prohibiting to (A) oppose or defend against any action by any such Government Entity to prevent or enjoin the consummation of the Contemplated TransactionsTransaction, this Agreement or the Ancillary Agreements or (B) overturn any regulatory action by any such Government Entity to prevent consummation of the Transaction, this Agreement or the Ancillary Agreements, including by defending any suit, action or other legal proceeding brought by any such Government Entity in order to avoid the entry of, or to have vacated, overturned or terminated or appealing any order (provided that Columbus shall direct the strategy in connection with any litigation under this clause (iii)) (any condition, remedy or action that Columbus or Columbus Holdings is not required to accept or take under this Section 5.5(c), a “Burdensome Condition”). Notwithstanding the foregoing, neither Columbus nor Columbus Holdings shall be required to commit to or effect any action contemplated by this Section 5.5 that is not conditioned upon the consummation of the Transaction and the other transactions contemplated by this Agreement and the Ancillary Agreements.

Regulatory Approvals. (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this AgreementAgreement (if required based on information as of the date of this Agreement or, if not so required, then within ten Business Days after such time at which the same shall become applicable to the Contemplated Transactions) all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter including, if so required, the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all any requisite approvals and authorizations, and and, if applicable, the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, as applicable, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing that may be required for the MergerMerger (to the extent it is required); provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. (a) Each Party shallThe Company and Parent each agree to use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and shall do, or cause its ultimate parent entity (to be done, all things as such term is defined in may be necessary under federal or state securities laws or the HSR Act) toAct or Foreign Merger Laws applicable to or necessary for, use reasonable best efforts to and will file or otherwise submit, as soon as reasonably practicable after and, if appropriate, use commercially reasonable efforts to have declared effective or approved all documents and notifications with the date of this Agreement, all applications, notices, reports, filings SEC and other documents reasonably required to be filed by such Party governmental or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to regulatory bodies (including, without limitation, the Contemplated TransactionsFDA and equivalent foreign regulatory bodies, and shall file no later than ten (10other foreign regulatory bodies that administer Foreign Merger Laws, and any foreign labor councils or bodies as may be required) Business Days thereafter that they deem necessary or appropriate for, the Notification and Report Forms required by consummation of the HSR Act. Each Party shall (i) promptly supply Merger or any of the other with any transactions contemplated hereby, and each party shall give the other information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, other party pertaining to it and (iii) coordinate with the its subsidiaries and affiliates to enable such other Party in making any party to take such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactionsactions. (b) Without limiting Although the generality of anything contained in this Section 5.4parties do not anticipate any legislative, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration administrative or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide judicial objection to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views consummation of the other in connection with Merger or any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required transactions contemplated by this Agreement, prior each of the Company, Parent and Merger Subsidiary agrees to Closinguse commercially reasonable efforts vigorously to contest and resist any action, neither the Company nor Parent shallincluding legislative, administrative or judicial action, and shall cause its Affiliates not toto have vacated, acquire lifted, reversed or agree to acquire by merging overturned any decree, judgment, injunction or consolidating withother order (whether temporary, preliminary or by purchasing a substantial portion of the assets of permanent) (an "Order") that is in effect and that restricts, prevents or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting prohibits the consummation of the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing available avenues of administrative and judicial appeal. Each of the Company, Parent and Merger Subsidiary also agrees to use commercially reasonable efforts to take any and all actions necessary to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental antitrust authority or any other party so as to enable the parties to close by the date specified in Section 7.1(b) the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.10 or anything in this Agreement to the contrary, nothing shall require Parent or Merger Subsidiary to make or agree to make, or to cause or permit the Company or any Subsidiary to make or agree to make, any divestiture of any portion of any business or assets of Parent, Merger Subsidiary, the Company, or any of their affiliates in order to obtain any waiver, consent or approval, and neither Parent nor Merger Subsidiary shall be required to hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, as of and after the Closing any businesses or assets of the Company, Parent or any of their respective affiliates.

Regulatory Approvals. (a1) Each Party Subject to the remaining provisions of this Section 5.5 (including Section 5.5(5)), the Sweetwater Investors and URC shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) their respective affiliates to, use their reasonable best efforts to: (a) obtain all Regulatory Approvals, including the Key Regulatory Approvals; (b) effect all registrations, filings and submissions of information required by Governmental Entities relating to file or otherwise submit, the Transactions as soon as reasonably practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other event sufficiently in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel Outside Date so as to allow the opportunity Effective Time to attend and participate in such meetings and conferences unless prohibited by occur before the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to Outside Date (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body including taking all actions necessary to consummate the Contemplated Transactions or cause the expiration or termination of any applicable waiting periodperiod under the HSR Act as soon as reasonably practicable); and (c) take any and all actions necessary to avoid, eliminate, and resolve any and all impediments under any Law that may be asserted by any Governmental Entity or any other Person with respect to the Transactions. (2) The Parties agree that, subject to the remaining provisions of this Section 5.5 (including Section 5.5(5)), the Parties shall, as soon as reasonably practicable and in any event within thirty (30) Business Days following the date hereof or such other period of time as may be agreed in writing by the Parties: (a) file a notification pursuant to section 12 of the ICA; (b) file any required notification and report form pursuant to the HSR Act; and (c) prepare and file all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, and Authorizations in respect of the other Regulatory Approvals not expressly identified in this Section 5.5(2). (3) The Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals and will consult with one another, and consider in good faith the reasonable views of one another, to jointly devise, develop and implement: (i) the strategy, timing and form for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by, or execution of any remedy required by, any Governmental Entity that has authority to enforce any Law related to the Regulatory Approvals (including directing the timing, nature and substance of all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with the subject matter of this Section 5.5), and (ii) the defence and settlement of any action brought by or before any Governmental Entity that has authority to enforce any Law; provided, however, that in the event of any disagreement between the Parties with respect to the matters described in the foregoing clause (i) or (ii), the appointed counsel of the Sweetwater Investors and the appointed counsel of URC shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the respective counsels of the Parties cannot resolve any such disagreement within ten (10) Business Days, the officers designated in writing by each of the Sweetwater Investors and the Chief Executive Officer of URC shall seek to resolve such disagreement reasonably and in good faith within a further five (5) Business Days. (4) The Parties shall provide or submit on a timely basis, and as promptly as practicable, all documentation and information that is required or reasonably requested by any Governmental Entity, or advisable, in connection with any filing or application to be made with respect to the Regulatory Approvals, in each case, in accordance with, and subject to the applicable procedures set forth in Section 5.5(3); provided, however, that nothing in this provision shall require a Party to provide information that is not in its possession or not otherwise reasonably available to such Party. (5) In the case of each of clauses (a) through (e), in accordance with and subject to the applicable procedures set forth in Section 5.5(3), the Parties shall: (a) with respect to any proposed applications, notices, filings, submissions, correspondence, agreements, orders, undertakings, or other information or communications relating to the Regulatory Approvals, provide each other with the assistance each may reasonably request in the preparation of the same (including providing any information reasonably requested by the other Party or its outside counsel), provide each other with draft copies thereof in advance and a reasonable opportunity to review and comment thereon prior to supplying to or filing with a Governmental Entity, and provide each other with final copies thereof once supplied or filed, as applicable (in each case excluding all confidential sections of the Parties’ respective HSR filings), and consult with the other Party and consider in good faith the other Party’s reasonable views and comments prior to taking any position with respect to the filings or in any submissions to or discussions with any Governmental Entity, and neither URC nor the Sweetwater Investors shall submit any applications, notices, filings, submissions, correspondence, agreements, orders, undertakings or other information or communications relating to the Regulatory Approvals unless the other Party has consented to such submission; (b) cooperate on a timely basis in the preparation of any response by a Party to any request for additional information received by such Party from a Governmental Entity in connection with the Regulatory Approvals; (c) promptly provide or submit all documentation and information that is required by Law, reasonably requested by a Governmental Entity, or advisable in the opinion of the Sweetwater Investors or URC, each acting reasonably, in connection with obtaining the Regulatory Approvals; (d) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (i) not participate in or attend any meeting, or engage in any conversation, with any Governmental Entity in respect of the Transactions without the other Party; (ii) give the other Party reasonable prior notice of any such meeting or conversation; (iii) keep any non-participating Party apprised with respect to such meeting or conversation if such Party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation; and (iv) otherwise keep each other informed, on a timely basis, of the status of discussions and communications with any Governmental Entity relating to the Regulatory Approvals, including promptly providing copies of any written communications received from Governmental Entities in connection with the Regulatory Approvals or summaries of any verbal communications received in that regard; and (e) effect such presentations and assist at such discussions or meetings with a relevant Governmental Entity as the Sweetwater Investors or URC may determine is appropriate for the purpose of obtaining the Regulatory Approvals as promptly as practicable. The Parties shall take commercially reasonable efforts to share with the other Parties information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege, or any other privilege pursuant to this Section 5.5 in a manner so as to preserve the applicable privilege. Any Party may reasonably designate any competitively sensitive material provided to the other Party under this Section 5.5 as “outside counsel only.” Materials provided pursuant to this Section 5.5 may be redacted: (y) as necessary to comply with contractual agreements and (z) as necessary to address reasonable privilege or confidentiality concerns. (6) Without limiting or derogating from the Parties’ obligations contained elsewhere in this Section 5.5, if any objections are asserted with respect to the Transactions under any Law, or if any action is instituted or threatened by or before any Governmental Entity challenging or which could lead to a challenge of any of the Transactions, the Parties shall contest, defend against and resolve such objections or action, as applicable, including by using their best efforts to avoid, oppose or seek to have lifted or rescinded any Law that would restrain, prevent, restrict or delay the consummation of the Arrangement, provided, however, that the Parties shall not be obligated to: (i) divest, license, hold separate or otherwise dispose of any assets, businesses, or equity interests of such Party or its respective affiliates; (ii) agree to any structural or conduct remedies; (iii) enter into any settlement, consent decree, or other agreement with a Governmental Entity; (iv) take any action in response to any second request or similar investigatory demand, or to litigate or otherwise contest any challenge to the Transactions by any Governmental Entity; or (v) take (or refrain from taking) any action, the result of which might limit the ability of such Party or its respective affiliates’ freedom of action with respect to their ownership or operation of any assets, businesses, or equity interests. (7) The Sweetwater Investors and URC shall not, and shall not allow any of their respective Subsidiaries to, take any action or enter into any merger, acquisition, business combination, plan of arrangement, material joint venture or scheme of arrangement that would reasonably be expected to prevent, delay or impede the obtaining of, or increase the risk of any Governmental Body entering an order prohibiting not obtaining, the Key Regulatory Approvals, or otherwise prevent, delay or impede the consummation of the Contemplated Transactions. The Parties shall consult in good faith prior to any agreement or refusal to extend a waiting period, review period or enter into an agreement not to consummate the Arrangement or to not consummate the Arrangement prior to any date. The Parties shall consult in good faith prior to any decision to withdraw (and in the case of any HSR filing, withdraw and refile) any filing or application made in connection with any Regulatory Approval (including the ICA Approval). (8) All filing and similar fees paid to Governmental Entities associated with obtaining the Regulatory Approvals shall be borne equally by the Sweetwater Investors, on one hand, and URC, on the other hand; provided, that with respect to the portion of such fees allocated to the Sweetwater Investors pursuant to the foregoing, such portion shall be borne equally by the Orion Sellers, on one hand, and OTPP, on the other hand.

Regulatory Approvals. (a) Each Party shallof Parent and, and where applicable, the Company shall cause use its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file take, or otherwise submitcause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as soon promptly as reasonably practicable, including to (i) make or cause to be made the registrations, declarations and filings required of such party under any Antitrust Law (“Antitrust Filings”) with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable after the date of this Agreement, and any filing fees associated therewith shall be paid by Parent, (ii) agree not to withdraw or refile any filing or extend any waiting period under any applicable Antitrust Law or enter into any agreement with any Governmental Body not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all applications, notices, reports, filings and information required for any application or other documents reasonably required filing to be filed made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, any Governmental Body in respect of such Party Antitrust Filings, this Agreement or the transactions contemplated hereby, (v) promptly notify the other party of any material communication between that party and any Governmental Body in respect of any Antitrust Filings or any inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any Proceeding by a private party relating to the transactions contemplated hereby, (vi) subject to applicable Law, discuss with and permit the other party (and its ultimate parent entity with counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or otherwise submitted by such Party or its ultimate parent entity communication to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4or, in connection with its efforts any Proceeding by a private party to obtain all requisite approvals and authorizationsany other Person, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under relating to any Antitrust LawFiling or inquiry or Proceeding relating to this Agreement, each Party hereto shall use its reasonable best efforts or the transactions contemplated hereby, (vii) not participate or agree to (i) cooperate participate in any substantive meeting, telephone call or discussion any Governmental Body in respect of any Antitrust Filing, investigation or inquiry relating to this Agreement or the transactions contemplated hereby without consulting with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party fromparty in advance and, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give giving the other or its outside counsel party the opportunity to attend and participate in such meetings meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and conferences unless prohibited by communications between them and their Affiliates on the applicable one hand, and any Governmental Body; providedBody or members of their respective staffs on the other hand, that with respect to any Antitrust Filing, inquiry or Proceeding relating to this Agreement or the transactions contemplated hereby and (ix) act in good faith and reasonably cooperate with the other party in connection with any Antitrust Filings and in connection with resolving any investigation or inquiry of any such agency or other Governmental Body under any Antitrust Law with respect to any such Antitrust Filing, this Agreement or the transactions contemplated hereby. The parties may, as they deem advisable, designate any competitively sensitive materials required provided to be provided the other party pursuant to this Section 5.4(b) may 7.4 as “outside counsel only.” Such materials and the information contained therein shall be restricted given only to outside counsel of the recipient and redacted shall not be disclosed by such outside counsel to (A) remove references concerning employees, officers or directors of the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, recipient without the prior advance written consent of the other. Parent disclosing party. (b) In furtherance and the Company shall each pay one-half not in limitation of the filing fee under the HSR Act relating foregoing, Parent shall take all steps reasonably necessary, proper or advisable to (i) resolve, avoid or eliminate any and all impediments or objections that may be asserted with respect to the HSR filing required for transactions contemplated hereby under any Antitrust Law and (ii) avoid the Merger; providedentry of, howevereffect the dissolution of, and have vacated, lifted, reversed or overturned, any Order that each Party shall bear its own legal feeswould prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby, so as to enable the parties hereto to close the transactions contemplated hereby expeditiously (and in any event prior to the End Date). (c) Except as required by Without limiting the foregoing, nothing in this Agreement, prior including this Section 7.4, shall require, or be construed to Closingrequire, neither the Company nor Parent shallto agree or be required to sell, divest, license, transfer, dispose of or encumber or hold separate and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating withsell, or by purchasing a substantial portion of the assets divest, lease, license, transfer, dispose of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire encumber any assets, if the entering into licenses, operations, rights, product lines, business or interest therein of an agreement relating Parent or any of its respective Affiliates or to agree or the consummation be required to be subject to any changes or restrictions on, or other impairment of Parent’s ability to own, operate or take any other actions with respect to any of such acquisitionassets, merger licenses, operations, rights, product lines, businesses or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionsinterests therein.

Regulatory Approvals. Each party shall use its commercially reasonable efforts to obtain all required regulatory approvals with respect to each Acquisition (aincluding the required Governmental Approvals set forth in Part VII of Section A of the applicable Appendix) Each Party shallas promptly as possible and, in any event, prior to the Closing Date for such Acquisition. To that end, each of the parties shall make, or cause to be made, all other filings and submissions, and shall cause its ultimate parent entity (as such term is defined submit all other documentation and information that in the HSR Act) toreasonable opinion of the Purchaser is required or advisable, to obtain the regulatory approvals for each Acquisition, and will use its commercially reasonable best efforts to file satisfy all requests for additional information and documentation received under or otherwise submitpursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. Notwithstanding any other provision of this Agreement, the Purchaser will not be required to (i) propose or agree to accept any undertaking or condition, enter into any consent agreement, make any divestiture or accept any operational restriction or other behavioral remedy with respect to any Acquisition, (ii) take any action that, in the reasonable judgment of the Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of the business or assets of the Project Company for an Acquisition or of the Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as soon as practicable after of the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making contest or defend any such filings judicial or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received administrative proceeding brought by such Party from, or given by such Party to, any Governmental BodyAuthority seeking to prohibit, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Lawprevent, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting restrict or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or unwind the consummation of such acquisition, merger all or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk a part of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated TransactionsAcquisition.

Regulatory Approvals. (a) Each Party shallSubject to the terms and conditions herein, and shall cause each party hereto agrees to use its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file take, or otherwise submit, as soon as practicable after the date of this Agreementcause to be taken, all applicationsaction, noticesand to do, reports, filings and other documents reasonably required or cause to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactionsdone as promptly as practicable, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be all things necessary, proper, or proper and advisable in order under applicable Laws to consummate and make effective as promptly as practicable the Contemplated TransactionsTransaction. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties shall cooperate with one another in good faith and use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act or other Competition Laws) to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity relating to the Transaction or any of the matters described in this Section 7.3. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Without limiting the obligations of Buyer pursuant to this Section 7.3, Buyer shall (i) control the strategy for obtaining any consents, waivers and approvals from any Governmental Antitrust Entity in connection with the Transaction and (ii) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Body in connection with the Transaction and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Body relating to the Transaction and of all other regulatory matters incidental thereto; provided that Buyer shall consult and cooperate with the Seller Representative with respect to such strategy, positions and requested regulatory action (including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Competition Laws) and consider the Seller Representative’s views in good faith. (c) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided undertakings pursuant to this Section 5.4(b7.3, the parties hereto shall provide or cause to be provided as promptly as practicable to any Governmental Antitrust Entity information and documents requested or required to be submitted by any Governmental Antitrust Entity, including filing any notification and report form and related material required under the HSR Act or any other applicable Competition Law at a date to be mutually agreed by the parties (but not to exceed thirty (30) days from the execution of this Agreement without the written consent of the Seller Representative), and thereafter to respond promptly to any request for additional information or documentary material that may be restricted made and use best efforts to outside counsel obtain early termination of the waiting period under the HSR Act and redacted to obtain required approval under any other applicable Competition Law, as set forth in Section 3.4(b) of the Company Disclosure Letter. Fees associated with filings required by the HSR Act and any other applicable Competition Law shall be borne by Buyer. (d) Further, each of the parties hereto shall take any and all actions necessary to resolve such objections, if any, as may be asserted by any Governmental Antitrust Entity with respect to the Transaction under any Competition Law. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging the Transaction as in violation of any Competition Law, each of the parties hereto shall cooperate and use its best efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transaction, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Buyer and the Seller Representative decide that litigation is not in their respective best interests. Buyer and the Companies shall take any and all actions necessary as may be required to cause the expiration of the notice periods under the HSR Act or other Competition Laws with respect to the Transactions reasonably promptly, and in any case, prior to the Outside Date. In connection with and without limiting the foregoing, each of Buyer and the Companies agree to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any Governmental Antitrust Entity, so as to enable the parties to close the Transaction reasonably promptly and, in any case, prior to the Outside Date. The parties hereto shall cooperate and work together in good faith in an effort to cause the expiration of the notice periods under the HSR Act or any other Competition Laws prior to December 31, 2017, or as promptly as practicable thereafter. Without limiting the generality of the foregoing, Buyer shall: (i) at Buyer’s sole cost, comply with all restrictions and conditions, if any, imposed or requested by any (A) remove references concerning Governmental Antitrust Entity with respect to Competition Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer, its Affiliates, Panadero Corp or any of its Subsidiaries contemporaneously with or after the valuation Closing and regardless as to whether a third party Buyer has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Buyer, its Affiliates, Panadero Corp or any of either Partyits Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, and (3) entering into any Order, consent decree or other agreement to effectuate any of the foregoing or (B) comply third party in connection with contractual arrangements, and a Divestiture; (Cii) preserve attorney-client privilege. Neither Party shall commit terminate any Contract or other business relationship as may be required to or agree with obtain any necessary clearance of any Governmental Body Antitrust Entity or to stay, toll or extend obtain termination of any applicable waiting period under applicable any Competition Laws; and (iii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Law, or pull and refile under the HSR Act, Entity without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating Companies (not to the HSR filing required for the Merger; providedbe unreasonably withheld, however, that each Party shall bear its own legal feesconditioned or delayed). (ce) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shallThe parties hereto shall not, and shall cause its their respective Affiliates not to, acquire or agree to acquire acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person business or portion any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an a definitive agreement relating to to, or the consummation of such acquisition, merger or consolidation would could reasonably be expected to to: (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals consents of any Governmental Body Antitrust Entity necessary to consummate the Contemplated Transactions transactions contemplated hereby or the expiration or termination of any applicable waiting period, or ; (ii) increase the risk of any Governmental Body Antitrust Entity entering an order Order prohibiting the consummation of the Contemplated Transactionstransactions contemplated hereby; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. (f) The parties hereto shall take promptly, in the event that any permanent or preliminary injunction or other Order is entered or becomes reasonably foreseeable to be entered in any Legal Proceeding that would make the consummation of the Transaction in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Transaction, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by subsection (d)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation. (g) Notwithstanding the foregoing or any other provision of this Agreement (including Sections 7.3(d) and (f)), (1) none of the Sellers, the Seller Representative, Panadero Corp or any of its Subsidiaries shall, without Buyer’s prior written consent, take or commit to take any of the actions listed in clauses (i)–(iii) of Section 7.3(d) or any actions contemplated by Section 7.3(f) and (2) the Sellers, the Seller Representative, Panadero Corp and any of its Subsidiaries shall, at Buyer’s written request, take or commit to take any of the actions listed in clauses (i)–(iii) of Section 7.3(d) or any actions contemplated by Section 7.3(f), in each case so long as such actions are conditioned on the closing of the Transaction.

Regulatory Approvals. (a) Each Party Subject to the terms hereof, including Section 5.1(b), the parties hereto shall, and shall cause its ultimate parent entity each of their respective subsidiaries to, cooperate and to use their respective commercially reasonable efforts (i) to make any appropriate filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as such term is defined in the amended (“HSR Act”) to, use reasonable best efforts with respect to file or otherwise submit, as soon as practicable after the transactions contemplated by this Agreement promptly (and in any event within five (5) business days following the date of this Agreement), all applicationsto cause any waiting period under the HSR Act (and any extension thereof) to expire or be terminated, noticesand to respond as promptly as reasonably practicable to any requests from any Governmental Entities for information pursuant to the HSR Act and (ii) to obtain, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity file with or otherwise submitted deliver to, as applicable, any other consents or approvals of any Governmental Entities necessary, proper or advisable to consummate the transactions contemplated by such Party this Agreement, to cause any other waiting or its ultimate parent entity review periods required for the consummations contemplated by this Agreement to expire or be terminated, and to respond as promptly as reasonably practicable to any requests from any such Governmental Body Entities for information required in connection with any of the foregoing. Each party hereto shall (A) give the other party prompt notice of any material request, inquiry, objection, charge or other Action (as defined below), actual or threatened, by or before any Governmental Entity with respect to the Contemplated Transactionstransactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such material request, inquiry, objection, charge or other action, suit, proceeding, claim, arbitration or investigation (collectively, “Action”), (C) promptly inform the other party of any material communication to or from any Governmental Entity regarding the transactions contemplated by this Agreement and (D) permit the other party to review in advance, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required consider in good faith any comments made by the HSR Actother party in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. Each Party shall The parties hereto will (ix) promptly supply the other with any information which may be required in order use their commercially reasonable efforts to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by resolve any such Governmental Bodyrequest, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (iiiy) coordinate consult and cooperate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizationsone another, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of one another, in connection with, and provide to the other party in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with any proposed written communications the transactions contemplated by such Party to any Governmental Body concerning the Contemplated Transactions, and consult this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or telephone or video conference with, substantive communication with any Governmental BodyEntity and, and give to the extent permitted by law or such applicable Governmental Entity, providing each other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by other substantive conversations. (b) Notwithstanding anything to the applicable Governmental Body; providedcontrary in this Agreement, that materials none of the parties hereto or any of their respective subsidiaries shall be required to be provided pursuant (i) respond to this Section 5.4(ba Second Request, (ii) may be restricted to outside counsel and redacted contest, administratively or in court, any ruling, order or other action of the Federal Trade Commission or the United States Department of Justice or any third party respecting the transactions contemplated hereby, or (iii) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) remove references concerning sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of the valuation business of either Partysuch party, or any of their respective subsidiaries, (B) comply with contractual arrangementsconduct, and restrict, operate, invest or otherwise change the assets, business or portion of the business of such party or any of their respective subsidiaries in any manner or (C) preserve attorney-client privilege. Neither Party shall commit to impose any restriction, requirement or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under limitation on the HSR Act, without the prior written consent operation of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire business or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation business of the Contemplated Transactionssuch party or any of their respective subsidiaries.

Regulatory Approvals. (a) Each Party shallAs soon as practicable, iAnthus shall apply to list the iAnthus Shares issuable or to be made issuable pursuant to the Arrangement (including all iAnthus Shares issuable upon the exercise or conversion of the Replacement Options, MPX Warrants, MPX Convertible Debentures and MPX Convertible Loans) on the CSE, and shall cause use its ultimate parent entity commercially reasonable efforts to obtain approval, subject to customary conditions, for the listing of such iAnthus Shares on the CSE. (b) iAnthus and MPX each shall: (i) As promptly as such term is defined in practicable after the HSR Act) toexecution of this Agreement, use its reasonable best efforts to file or otherwise submitmake all filings with, give all notices to and obtain all Authorizations from Governmental Entities that are necessary for the lawful completion of the transactions contemplated by this Agreement, including the Regulatory Approvals. (ii) In the case of the HSR Clearance, as soon as practicable after reasonably possible following the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactionshereof, and shall file no later than ten (10) in any event within 10 Business Days thereafter of the date hereof, make an appropriate filing of a Notification and Report Forms required by Form pursuant to the HSR Act. Each Party shall . (iiii) promptly supply the other with any information which may be required in order to effectuate such the filings, notifications or submissions (iiexcept where such material is confidential or competitively or commercially sensitive, in which case it shall be provided (subject to applicable Laws) submit promptly to the other Party’s outside antitrust counsel on an “external counsel” basis) required by Section 4.3(a); (iv) supply any additional information and documentary material which reasonably may be reasonably requested pursuant to the HSR Act or by any such other Governmental Body, and (iii) coordinate with the other Party in making Entity of any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions.applicable jurisdiction; (bv) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts subject to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance and provide comments on any drafts of any proposed filing, application, submission or other written communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of Entity and provide the other in connection with a copy of any proposed such filing, application, submission or written communications by such Party communication, or written summary of any oral communication to any Governmental Body concerning Entity (except where such material is confidential or competitively or commercially sensitive, in which case it shall be provided (subject to applicable Laws) to the Contemplated Transactionsother Party’s outside antitrust counsel on an “external counsel” basis, and consult with each subject to redaction or withholding of highly confidential information or documents); and (vi) promptly notify the other in advance Party of any meeting written or telephone or video conference with, oral communication received from any Governmental BodyEntity and subject to applicable Law, and give provide the other Party with a copy of any written communication or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provideda written summary of any oral communication, that materials required to be provided pursuant to this Section 5.4(b) may be restricted all subject to outside counsel and redacted to (A) remove references concerning the valuation restrictions or redacting or withholding of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to highly confidential information or agree with any Governmental Body to stay, toll documents provided or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal feesdiscussed. (c) Except as required by this AgreementNeither Party shall attend any meetings, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, whether in Person or by purchasing telephone, with any Governmental Entity in connection with the Transaction, unless it provides the other Party with a substantial reasonable opportunity to attend such meetings (provided that (subject to applicable laws) where confidential or competitively or commercially sensitive information is discussed, only the other Party’s outside counsel shall be permitted to attend the relevant portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of meeting on an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions“external counsel” basis).

Regulatory Approvals. (a) Each Party shall, and Licensee shall cause its ultimate parent entity (as such term is defined in use Commercially Reasonable Efforts to submit registration dossiers to the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body relevant Regulatory Authorities with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required all necessary Regulatory Approvals in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactionseach Major Country. (b) Without limiting Licensee shall have the generality right to obtain Regulatory Approvals, which shall be held by and in the name of anything contained in this Section 5.4Licensee, and Licensee shall own all Submissions and Data in connection with its efforts to obtain all requisite therewith. All pricing, formulary and marketing approvals shall also be obtained by and authorizationsin the name of Licensee, and Licensee will be the expiration or termination of principal interface and will otherwise handle all applicable waiting periods for the Contemplated Transactions under interactions with Regulatory Authorities concerning any Antitrust LawLicensed Products including, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited legally possible, being the sole contact with such Regulatory Authorities, subject to the rights of ▇▇▇▇▇ under applicable Antitrust Law, permit this Section 4.4. (c) Each Party shall have full access to and the right to reference any NDAs and/or their foreign equivalent based on Immune Modulator owned by the other to review in advance Party, its Affiliates, and/or sublicensees or any communication given by it to any Governmental Body concerning the Contemplated Transactionsthird party filing such NDAs and/or their foreign equivalent on behalf of such Party, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactionsits Affiliates, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Bodysublicensees; provided, however, that materials required such rights are subject to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the otherPerson owning the NDA or foreign equivalent as the case may be and any information contained therein. Parent and In the Company shall each pay one-half event that a Party or its Affiliates is the owner of such NDA or foreign equivalent as the filing fee under the HSR Act relating to the HSR filing required for the Merger; providedcase may be or information contained therein, however, that each such Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shallnot, and shall cause its Affiliates not to, acquire unreasonably withhold or delay consent. In the event that a third party is the owner of such NDA or foreign equivalent or information contained therein, the Parties agree to acquire by merging or consolidating withreasonably cooperate to obtain such necessary third party consents. Notwithstanding the foregoing, or by purchasing the rights granted to a substantial portion Party to access and reference any NDAs and/or their foreign equivalent, as contemplated herein, shall not extend to such Party’s sublicensees without the prior written consent of the assets of Person owning the NDA or equity inforeign equivalent, or by any other manner, any Person or portion thereof, or otherwise acquire or agree such consent to acquire any assets, if be at the entering into of an agreement relating to or the consummation sole discretion of such acquisitionowning Person. (d) To the extent not prohibited by law or regulation, merger or consolidation would reasonably be expected ▇▇▇▇▇ shall have right to have one (1) representative (i) impose attend (but not participate in) any delay material meetings between Licensee and any Regulatory Authority with respect to Licensed Products and (ii) listen to (but not participate in) any material telephone conversation between Licensee and any Regulatory Authority with respect to Licensed Products that is pre-scheduled between Licensee and the relevant Regulatory Authority. Licensee will use reasonable efforts (i) to provide ▇▇▇▇▇ with as much advance notice of any such meeting or telephone call as is reasonably possible in the obtaining ofcircumstances and, (ii) to the extent reasonably possible, to provide ▇▇▇▇▇, at least five (5) business days before any such meeting, with copies of all documents, correspondence and other materials which are relevant to the matters to be addressed at any such meeting or significantly increase in any such telephone call (it being understood that in no event will the risk provisions of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, clause (i) or (ii) increase of this sentence require Licensee to delay any meeting or telephone call with a Regulatory Authority). Licensee will also provide ▇▇▇▇▇ with access to all exchanges of material correspondence related to activities conducted pursuant to this Agreement with any Regulatory Authority. Notwithstanding the risk of foregoing, Licensee will have sole discretion as to the regulatory strategy and decision-making for any Governmental Body entering an order prohibiting Licensed Product. (e) Licensee shall have the consummation of sole right to obtain all pricing and reimbursement approvals in all countries in the Contemplated TransactionsTerritory in which Licensed Products shall be sold.

Regulatory Approvals. (a) Each Party shall, Subject to the terms and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date conditions of this Agreement, each of the parties hereto shall use commercially reasonable efforts to apply to all applicable Governmental Bodies for any approval required for the consummation of the transactions contemplated by this Agreement, shall prosecute such applications in good faith and with due diligence before the Governmental Bodies, and in connection therewith shall take such action or actions as may be necessary or reasonably required in connection with the applications, noticesincluding furnishing to the Governmental Bodies any documents, reportsmaterials, filings and or other documents reasonably information requested by them in order to obtain the required approvals as expeditiously as practicable. In addition, to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity the extent practicable, the parties hereto shall use their best efforts to (a) promptly notify each other of any communication to that party from any Governmental Body with respect to the Contemplated Transactionsapplications described in this paragraph, and shall file no later than ten (10b) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply permit a representative of the other party reasonably acceptable to the first party to attend and participate in meetings (telephonic or otherwise) with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iiic) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other party to review in advance advance, as reasonable, any proposed written communication given by it to a Governmental Body. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause any Governmental Body concerning not to grant approval of any application or materially to delay such approval, to the Contemplated Transactions, consider in good faith the views material detriment of the other party. However, Buyer shall be solely responsible for obtaining authorization to offer telecommunications services in connection any jurisdiction in which it does not currently hold such authorization. Sellers shall provide Buyer with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactionsassistance in obtaining such authorizations as Buyer shall reasonably request, and consult with each other in advance DIP Facility funds shall be made available for all Regulatory Approval actions of any meeting or telephone or video conference with, any Governmental BodyBuyer and Sellers. Buyer shall also file all reports, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required cause to be provided pursuant delivered all notices to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as Sellers’ telecommunications service customers required by this Agreement, prior to Closing, neither the Company nor Parent shall, 47 C.F.R. Section 64.1120(e) and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionscomparable State regulations.

Regulatory Approvals. (a) Each Party shallParent and/or Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall cause its ultimate parent entity (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as such term is defined in required by the HSR Act) to, use reasonable best efforts to file or otherwise submit, Act as soon as reasonably practicable after the date of this Agreement, all applications(ii) file any pre-merger or post-merger notification filings, notices, reports, filings forms and other documents reasonably required submissions relating to be filed by such Party or its ultimate parent entity this Agreement and the transactions contemplated hereby with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms Authority as required by the HSR Act. Each Party shall (iAntitrust Laws of the jurisdictions set forth in Schedule 6.2(a) promptly supply as soon as reasonably practicable after the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, date of this Agreement and (iii) coordinate with the prepare and file any other Party in making filing or written materials necessary or advisable to be made or submitted to any such filings or information submissions pursuant to and other Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement (the filings described in the foregoing that may be necessaryclauses (i) through (iii) collectively, proper, or advisable in order to consummate and make effective the Contemplated Transactions“Regulatory Filings”). (b) Without limiting Each of Parent and the generality Company shall (i) cooperate and coordinate with the other in the making of anything contained the Regulatory Filings (including, to the extent permitted by applicable Law, (x) providing copies of all such documents to the non-filing parties (or their outside counsel) prior to filing (provided that Parent’s Notification and Report Form, and its attachments, to be filed pursuant to the HSR Act may be subject to certain customary redactions), and (y) considering all reasonable additions, deletions or changes suggested in this Section 5.4, connection therewith) and in connection with resolving any investigation, request or other inquiry of any Governmental Authority under any applicable Laws (including Antitrust Laws) or Orders with respect to any such filing, (ii) supply the other party (or its outside counsel) with any information and reasonable assistance that may be required or reasonably requested by any Governmental Authority in connection with the making of such filings, (iii) supply any additional information that may be required or reasonably requested by the FTC, the DOJ or other relevant Governmental Authority as soon as practicable and in all cases within the amount of time allowed by such Governmental Authorities and (iv) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to (A) obtain the HSR Antitrust Clearance, (B) obtain any required approvals, consents or expirations of applicable waiting periods under any other Antitrust Laws applicable to the Merger, and (C) avoid any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws) or Orders, including using reasonable best efforts to take all requisite approvals such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ or any other Governmental Authority or Person may assert under any applicable Laws (including Antitrust Laws) or Orders with respect to the Merger. (c) Each of Parent and authorizationsMerger Sub (and their respective Affiliates, if applicable), on the one hand, and the expiration or termination of all Company (and its Affiliates, if applicable), on the other hand, shall, to the extent permitted by applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party promptly inform the other of any material communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any Regulatory Filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to a Regulatory Filing or the transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent permitted by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) cooperate give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger or any other transactions contemplated hereby, (ii) give each other an opportunity to participate in each of such meetings to the extent permitted by the Governmental Authority, (iii) keep the other party reasonably apprised with respect to any investigation material communications with any Governmental Authority regarding the Merger or any other transactions contemplated hereby, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other inquiry; (ii) promptly provide written communications explaining or defending the Merger or any other transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to the other a copy of all communications received requests or objections made by such Party from, or given by such Party to, any Governmental BodyAuthority, in (v) provide each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other with a reasonable advance opportunity to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactionsand comment upon, and consider in good faith the views of the other with respect to, all material written communications (including any applications, analyses, presentations, memoranda, briefs, arguments and opinions) and planned oral communications with a Governmental Authority regarding the Merger or any other transactions contemplated hereby, and (vi) provide each other (or counsel of each party, as appropriate) with copies of all material written communications to or from any Governmental Authority relating to the Merger or any other transactions contemplated hereby. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only or outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information or maintain attorney-client or other privilege. (d) Each of Parent, Merger Sub and the Company shall cooperate with one another to (i) promptly determine whether any filings not contemplated by this Section 6.2 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 6.2 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any proposed written communications filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (e) Without limiting the effect of Section 6.2(b), each of Parent, Merger Sub and the Company (i) shall use reasonable best efforts to avoid or eliminate impediments under any Antitrust Laws that may be asserted by such Party the FTC, the DOJ or any other Governmental Authority with respect to the transactions contemplated by this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable following the date of this Agreement and, in any event, prior to the Termination Date, including proposing, negotiating, offering to commit and effecting, by consent decree, hold separate order or otherwise, the sale, license, assignment, transfer or other divestiture or disposition of any of the respective businesses, services, products or assets of Parent or any of its Subsidiaries and the Company or any of its Subsidiaries and (ii) shall not take any action (including the acquisition by Parent or the Company, or any of their respective Affiliates, of any Person that derives revenues from products, services or lines of business similar to any Company Product or Parent Product or the consummation of, or the entry into any agreement with respect to, a Parent Acquisition Transaction) if such action would make it materially more likely that there would arise any impediments under any Antitrust Law that may be asserted by any Governmental Body concerning Authority to the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement, and consult including the Merger. (f) Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub or the Company shall be required, in connection with each other obtaining the HSR Antitrust Clearance or Non-U.S. Antitrust Clearances: (i) to defend through Legal Proceedings on the merits any claim asserted in advance any court to the transactions contemplated by this Agreement by any party, including appeals; (ii) to agree or proffer to limit or not to exercise any rights of ownership of any meeting securities or telephone agree or video conference withproffer to enter into any agreement that limits the ownership or operation of, or freedom of action with respect to, any Governmental Body, respective business of Parent or any of its Subsidiaries or the Company or any of its Subsidiaries; (iii) to agree to any term or take any action that is not conditioned upon the consummation of the Merger and give the other transactions contemplated by this Agreement; or (iv) to agree to any term or take any action that would result in the sale, license, assignment, transfer or other divestiture or disposition of, holding separate or any other limitation on, (A) in the case of businesses, services, products or assets of the Company and its outside counsel Subsidiaries, with respect to any such businesses, services, products or assets that generated aggregate revenue for the opportunity twelve (12) month period ended December 30, 2017 of greater than $20,000,000 and (B) in the case of businesses, services, products or assets of Parent and its Subsidiaries, with respect to attend and participate in any such meetings and conferences unless prohibited by businesses, services, products or assets that generated aggregate revenue for the applicable Governmental Bodytwelve (12) month period ended December 30, 2017 of greater than $4,000,000; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation none of either PartyParent, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to Merger Sub or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay onebe required to agree to any sale, license, assignment, transfer or other divestiture or disposition of, holding separate or any other limitation on products or services that have not yet been commercialized (including those under development or in the research, planning, prototyping, design, pre-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; providedproduction, however, that each Party evaluation or testing phases). The Company shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shallnot, and shall cause its Affiliates Subsidiaries and Representatives not to, acquire without the written consent of Parent, publicly or agree before any Governmental Authority or other third party, offer, suggest, propose or negotiate, and shall not commit to acquire or effect, by merging consent decree, hold separate order or consolidating withotherwise, any sale, license, assignment, transfer or by purchasing a substantial portion other divestiture or disposition of, holding separate or any other limitation on any of the respective businesses, services, products or assets of Parent, the Company or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactionstheir respective Subsidiaries.

Regulatory Approvals. (a) Each Party shallSubscriber shall cooperate in good faith with the Company, Grosvenor Holdings, and any Governmental Authority (including the Antitrust Authorities) and shall cause its ultimate parent entity undertake promptly (as such term is defined in x) any and all actions required to (i) satisfy the HSR ActRegulatory Approvals and (ii) to, use reasonable best efforts to file or otherwise submit, complete lawfully the Transactions as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to (but in any Governmental Body with respect event prior to the Contemplated Transactions, Agreement End Date) and shall file no later than ten (10y) Business Days thereafter the Notification any and Report Forms required by the HSR Act. Each Party shall all actions necessary or advisable to (i) promptly supply consummate the other with any information which may be required in order to effectuate such filings, Transactions as contemplated by this Subscription Agreement and the Transaction Agreement and (ii) submit promptly avoid, prevent, eliminate or remove the actual or threatened commencement of any additional information which may be reasonably requested proceeding in any forum by or on behalf of any such Governmental BodyAuthority (including any Antitrust Authority) or the issuance of any Governmental Order that would delay, and (iii) coordinate with enjoin, prevent, restrain or otherwise prohibit the other Party in making any such filings or information submissions pursuant to and in connection with consummation of the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting With respect to the generality of anything contained in this Section 5.4Regulatory Approvals and any other requests, in connection with its efforts to obtain all requisite approvals and authorizationsinquiries, and the expiration Actions or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Lawother proceedings by or from Governmental Authorities, each Party hereto of the Company and Subscriber shall (and, to the extent required, shall cause its Affiliates to) (i) diligently and expeditiously defend and use its reasonable best efforts to (i) cooperate with obtain any necessary clearance, approval, consent, or Governmental Authorization under any applicable Laws prescribed or enforceable by any Governmental Authority for the other Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to any investigation or other inquirythe Transactions; and (ii) cooperate fully with each of the Grosvenor Holders and the Grosvenor Companies in the defense of such matters. To the extent not prohibited by Law, the Subscriber shall promptly provide furnish to the other a copy Company copies of all any notices or written communications received by such Party from, party or given by such Party to, any of its Affiliates from any third party or any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) Authority with respect to the extent not prohibited under applicable Antitrust LawTransactions, and shall permit the other Company’s and the Grosvenor Holders’ respective counsels an opportunity to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactionsadvance, and shall consider in good faith the views of the other such counsel in connection with with, any proposed written communications by such Party Subscriber and/or its Affiliates to any Governmental Body Authority concerning the Contemplated Transactions. To the extent not prohibited by Law, the Subscriber agrees to provide the Company and the Grosvenor Holders and their respective counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between the Subscriber and/or any of its Affiliates, agents or advisors, on the one hand, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental BodyAuthority, and give on the other hand, concerning or its outside counsel in connection with the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

Regulatory Approvals. Each party shall use its commercially reasonable efforts to obtain all required regulatory approvals (aincluding the Required Governmental Approvals set forth in Part VII of Appendix B) Each Party shallas promptly as possible and, in any event, prior to the Closing Date. To that end, each of the parties shall make, or cause to be made, all other filings and submissions, and shall cause its ultimate parent entity (as such term is defined submit all other documentation and information that in the HSR Act) toreasonable opinion of the Purchaser is required or advisable, to obtain the regulatory approvals, and will use its commercially reasonable best efforts to file satisfy all requests for additional information and documentation received under or otherwise submitpursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. Notwithstanding any other provision of this Agreement, the Purchaser will not be required to (i) propose or agree to accept any undertaking or condition, enter into any consent agreement, make any divestiture or accept any operational restriction or other behavioral remedy, (ii) take any action that, in the reasonable judgment of the Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of the business or assets of the Project Company, Property Company or any of their Subsidiaries, or of the Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as soon as practicable after of the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making contest or defend any such filings judicial or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received administrative proceeding brought by such Party from, or given by such Party to, any Governmental BodyAuthority seeking to prohibit, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Lawprevent, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting restrict or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or unwind the consummation of such acquisition, merger all or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation a part of the Contemplated Transactionstransaction contemplated herein.

Regulatory Approvals. (a) 5.10.1 Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, agrees to use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, make all applications, notices, reports, filings and other documents reasonably to obtain all consents, approvals and authorizations required to be filed by such Party obtained from any governmental authority, in each case in order to consummate the transactions contemplated hereby, and to make effective the Plan and the Senior Noteholder Rights Offering Documents, including (i) if applicable, filing, or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity causing to any Governmental Body be filed, the Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactionstransactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings (or, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms if required by the HSR Act. Each Party shall (iany Antitrust Authority, any drafts thereof) promptly supply the under any other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing Antitrust Laws that may be necessary, proper, or advisable in order are necessary to consummate and make effective the Contemplated Transactions. transactions contemplated by this Agreement as soon as reasonably practicable after the commencement of the Senior Noteholder Rights Offering (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation filings required pursuant to the HSR Act, if any, no later than five (5) Business Days following the date of the commencement of the Senior Noteholder Rights Offering) and (ii) promptly furnishing any documents or information reasonably requested by any Antitrust Authority. 5.10.2 The Company and each Backstop Party subject to an obligation pursuant to the Antitrust Laws to notify any transaction contemplated by this Agreement, the Plan or the Senior Noteholder Rights Offering Documents that has notified the Company in writing of such obligation (each such Backstop Party, a “Filing Party”) agree to reasonably cooperate with each other inquiryas to the appropriate time of filing such notification and its content. The Company and each Filing Party shall, to the extent permitted by applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any material communications from or with an Antitrust Authority; (ii) promptly provide to not participate in any meeting with an Antitrust Authority unless it consults with each other Filing Party and the other a copy of all communications received by such Party fromCompany, or given by such Party to, any Governmental Bodyas applicable, in each case regarding the Contemplated Transactions; and (iii) advance and, to the extent not prohibited under permitted by the Antitrust Authority and applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with give each other in advance of any meeting or telephone or video conference withFiling Party and the Company, any Governmental Bodyas applicable, and give the other or its outside counsel the a reasonable opportunity to attend and participate in thereat; (iii) furnish each other Filing Party and the Company, as applicable, with copies of all material correspondence and communications between such meetings Filing Party or the Company and conferences unless prohibited by the applicable Governmental BodyAntitrust Authority; provided, that materials required to be provided pursuant to this Section 5.4(b(iv) furnish each other Filing Party with such necessary information and reasonable assistance as may be restricted reasonably necessary in connection with the preparation of necessary filings or submission of information to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, Antitrust Authority; and (Cv) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to staynot withdraw its filing, toll or extend any applicable waiting period under applicable Antitrust Lawif any, or pull and refile under the HSR Act, Act without the prior written consent of the other. Parent Backstop Parties and the Company shall each pay one-half of the filing fee Company. 5.10.3 Should a Filing Party be subject to an obligation under the HSR Act relating Antitrust Laws to the HSR filing required for the Merger; providedjointly notify with one or more other Filing Parties (each, however, that each Party shall bear its own legal fees. (ca “Joint Filing Party”) Except as required any transaction contemplated by this Agreement, prior to Closingthe Plan or the Senior Noteholder Rights Offering Documents, neither the Company nor Parent shallsuch Joint Filing Party shall promptly notify each other Joint Filing Party of, and shall cause its Affiliates not toif in writing, acquire or agree to acquire by merging or consolidating withfurnish each other Joint Filing Party with copies of (or, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining case of material oral communications, advise each other Joint Filing Party orally of) any communications from or with an Antitrust Authority. 5.10.4 The Company and each Filing Party shall use their reasonable best efforts to obtain all authorizations, or significantly increase the risk of not obtaining, any authorizationsapprovals, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of clearances under any applicable Antitrust Laws or to cause the termination or expiration of all applicable waiting period, periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement at the earliest possible date after the date of filing. The communications contemplated by this Section 5.10.4 may be made by the Company or (ii) increase the risk of any Governmental Body entering a Filing Party on an order prohibiting the consummation of the Contemplated Transactionsoutside counsel-only basis or subject to other agreed upon confidentiality safeguards.