Common use of Regulatory Filings Clause in Contracts

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the The Company shall make consult with Acquiror and Acquiror’s counsel in determining whether any action by or submit all applicationsin respect of, noticesor filing with, petitions and filingsany Governmental Entity or other third parties is required, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permitsany actions, consents, approvals and authorizations of all Governmental Authorities, in each case which or waivers are necessary or advisable required to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or be obtained from any Governmental Authority Entities or other third parties, in connection with the consummation of the Acquisition or any other transactions contemplated by this Agreement. In exercising If and to the foregoing rightextent that such filings have not been made prior to the execution of this Agreement, as promptly as practicable after the date hereof, each of the parties hereto Company and Acquiror shall act reasonably and make all filings, notices, petitions, statements, registrations, submissions of information, applications or submissions of other documents required to be made with any Governmental Entity as promptly as practicable. Parent a condition to consummation of, or otherwise required to be filed or submitted with any Governmental Entity in connection with, the Acquisition and the other transactions contemplated hereby, including: (i) Notification and Report Forms with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act, and (ii) any other filings, notices, petitions, statements, registrations, submissions of information, applications or submissions of other documents required to be filed or submitted with any Governmental Entities by or under the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f) or any other Legal Requirements relating to the Acquisition or any other transactions contemplated hereby. Each of the Company and Acquiror shall promptly advise each use reasonable best efforts to cause all documents that it is responsible for filing with any Governmental Entity under this Section 5.7(a) to comply in all material respects with all applicable Legal Requirements. Acquiror, the Company and their respective Subsidiaries and affiliates shall use reasonable best efforts to fully respond and substantially comply with any “second request” from the FTC or the DOJ in relation to the Notification and Report Forms filed by any of them under the HSR Act in connection with the Acquisition or any other upon receiving transactions contemplated hereby, or any communication other similar request for additional information from any other Governmental Authority whose clearanceEntity in relation to any other filings, consent notices, petitions, statements, registrations, submissions of information, applications or approval is required to consummate submissions of other documents filed or submitted by any of them with any Governmental Entity in connection with the Acquisition or any other transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the hereby within sixty (60) days after receipt of any such clearance, consent “second request” or approval will be materially delayed or conditionedother similar request.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and the Company and their respective Subsidiaries shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to promptly prepare all documentation, to effect all filings and to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the Transactions and any other transactions contemplated by this Agreement as promptly as practicable and the Bank Merger Agreement and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all such Governmental Authorities; and any initial filings with Governmental Authorities (other than the Proxy Statement) shall be made by Parent as soon as reasonably practicable after the execution hereof. The Each of Parent and the Company and Parent shall have the right a reasonable time to review such filings in advance, and to the extent practicable each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party and any the exchange of its respective Subsidiariesinformation, that appears in any application, notice, petition, filing and documentation made with, or with respect to all written materials information submitted to, to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals and the Company shall promptly advise each other upon receiving any communication from any authorizations of all third parties and Governmental Authority whose clearance, consent Authorities necessary or approval is required advisable to consummate the transactions contemplated by this Agreement which causes such and the Bank Merger Agreement, and each party shall keep the other parties apprised of the status of material matters relating to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate completion of the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedhereby.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 Parent and to the extent required by applicable Laws, MFFB shall supply as promptly as practicable following any additional information and documentary material that may be requested pursuant to the execution and delivery HSR Act in respect of the transactions contemplated by this Agreement, each and shall use their respective commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each of Parent and MFFB, acting solely through counsel, will (i) promptly notify the Company shall make other of any written communication to that party from any Governmental Authority and, subject to the HSR Act, if practicable, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate such other party’s reasonable comments thereto, (ii) not agree to participate in any substantive meeting or submit discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and (iii) furnish the other party with copies of all applicationscorrespondence, notices, petitions filings and filings, file or submit all documentationwritten communications between it and its Affiliates and their respective representatives on one hand, and use their any such Governmental Authority and its respective reasonable best efforts staff on the other hand, with respect to obtain this Agreement and the transactions contemplated hereby. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as promptly as practicable all clearancesviolative of the HSR Act or any other law, permitsor if any statute, consentsrule, approvals and authorizations of all regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Authorities, in each case which are necessary or advisable to consummate Authority that would make the transactions contemplated by this Agreement as promptly as practicable and to comply with illegal or would otherwise prohibit or materially impair or delay the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing rightconsummation thereof, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and MFFB shall cooperate in all respects with the Company other and use its commercially reasonable efforts to resolve any and all objections as may be asserted with respect to this Agreement under the HSR Act. Notwithstanding the foregoing, Parent and MFFB shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is not be required to consummate take any commercially unreasonable action that substantially impairs the overall benefits expected to be realized from the consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedset forth herein.

Regulatory Filings. Within ten (a10) Without limiting Business Days, or as promptly as reasonably practicable, after the generality date hereof, the Company shall make, or cause to be made, the filings required of it or any of its Subsidiaries or Affiliates under the provisions of Section 7.2 and Electronic Money Institution Regulations with respect to the extent required by applicable LawsTransactions. The Parties shall make, or cause to be made, as promptly as practicable following the execution and delivery of this Agreementpracticable, each of Parent and the Company all filings necessary to obtain all other Regulatory Approvals. The Parties shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective commercially reasonable best efforts to: (a) respond to obtain as promptly as practicable all clearancesany requests for additional information made by any Governmental Authority; (b) provide the other Parties with a reasonable opportunity to review and comment on any filing, permitssubmission, consents, approvals response to an information request or other (verbal or written) communication to be submitted or made to any Governmental Authority and authorizations such receiving party shall consider any such received comments in good faith; (c) keep each other apprised of all Governmental Authorities, in each case which are necessary or advisable the status of matters relating to consummate the transactions any Regulatory Approval contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult or any Ancillary Agreement; (d) advise the other onParties (and, in each case subject to applicable Laws and Orderswhere applicable, all the documentation and information relating to either party and provide a copy) of any of its respective Subsidiaries, written or verbal communications that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or it receives from any Governmental Authority in respect of such filings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the transactions contemplated by this Agreement. In exercising Regulatory Approvals; (e) provide the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving Parties with a reasonable opportunity to participate in any communication from meetings with any Governmental Authority whose clearance(subject to any opposition by a Governmental Authority to a particular party’s participation in such meeting) and participate in, consent or approval review, any material communication before it is made to any Governmental Authority; and (f) consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of each Party in connection with judicial proceedings under or relating to Regulatory Approval. Notwithstanding the foregoing, each Party has the right to redact or otherwise exclude the other Parties from receiving any confidential competitively sensitive information required to consummate the transactions contemplated by be shared under this Agreement which causes Section 6.06; provided that such party other Parties’ external counsel shall be entitled to believe that there is a reasonable likelihood that any clearance, consent or approval required in order receive such confidential competitively sensitive information on an external counsel only basis. The Parties shall: (i) not agree to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt an extension of any such clearance, consent waiting period or approval will be materially delayed review being undertaken by a Governmental Authority without the other Parties’ prior written consent; and (ii) use commercially reasonable efforts to cause any applicable waiting periods to terminate or conditionedexpire at the earliest possible date.

Regulatory Filings. (a) Without limiting the generality of the provisions obligations of the parties pursuant to Section 7.2 6.5 and subject to the extent required by applicable LawsSection 6.5(b), as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make collectively determine whether any action by or submit all applicationsin respect of, noticesor filing with, petitions and filings, file any Governmental Authority by any party hereto or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations any Subsidiary thereof is required in connection with the consummation of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, and to comply the parties hereto will reasonably cooperate with the terms each other in seeking and conditions of all obtaining any such clearances, permitsactions, consents, approvals and authorizations of all Governmental Authoritiesor waivers or making any such filings or furnishing information required in connection therewith. The Company and Parent To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance, advance and to each of the extent practicable each parties will consult the other others on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party the other and any each of its their respective Subsidiaries, Subsidiaries that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. Each of the Company and Parent promptly shall notify and provide a copy to the other party of any written communication received from any Governmental Authority with respect to any filing or submission or with respect to the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each Each of the parties hereto Company and Parent shall act reasonably and as promptly as practicable. Parent and give the Company shall promptly advise each other upon receiving reasonable prior notice of any communication from with, and any proposed understanding, undertaking or agreement with, any Governmental Authority whose clearanceregarding any such filing or any such transaction. To the extent reasonably practicable, consent neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any meeting or approval is required engage in any substantive conversation with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to consummate the transactions contemplated extent permitted by this Agreement which causes such applicable Law, without giving the opportunity to the other party to believe that there is a reasonable likelihood that any clearanceattend or participate. To the extent permitted by applicable Law, consent or approval required in order the parties to consummate the transactions contemplated by this Agreement will not be obtained consult and cooperate with one another in connection with any analyses, appearance, presentations, memoranda, briefs, arguments, opinions and proposals made or that the receipt submitted by or on behalf of any such clearance, consent party to this Agreement in connection with Proceedings under or approval will be materially delayed or conditionedrelated to the HSR Act.

Regulatory Filings. (a) Without limiting the generality of the provisions obligations of the parties pursuant to Section 7.2 6.5 and subject to the extent required by applicable Lawsproviso in Section 6.5(a), as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make collectively determine whether any action by or submit all applicationsin respect of, noticesor filing with, petitions and filingsany Governmental Entity by any party hereto or any Subsidiary thereof is required, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permitsany actions, consents, approvals and authorizations of all Governmental Authoritiesor waivers are required to be obtained from any parties to any contract, in each case which are necessary or advisable to consummate connection with the consummation of the transactions contemplated by this Agreement as promptly as practicable Agreement, and to comply the parties hereto will reasonably cooperate with the terms each other in seeking and conditions of all obtaining any such clearances, permitsactions, consents, approvals and authorizations of all Governmental Authoritiesor waivers or making any such filings, furnishing information required in connection therewith. The Company and Parent To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance, advance and to each of the extent practicable each parties will consult the other others on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party the other and any each of its their respective Subsidiaries, Subsidiaries that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entity in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. Each of the Company and Parent promptly shall notify and provide a copy to the other party of any written communication received from any Governmental Entity with respect to any filing or submission or with respect to the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each Each of the parties hereto Company and Parent shall act give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filing or any such transaction. To the extent reasonably and as promptly as practicable. Parent and , neither the Company nor Parent shall, nor shall promptly advise each other upon receiving they permit their respective Representatives to, participate independently in any communication from meeting or engage in any substantive conversation with any Governmental Authority whose clearanceEntity in respect of any such filing, consent investigation or approval is required other inquiry without giving the other party prior notice of such meeting or conversation and, to consummate the transactions contemplated extent permitted by this Agreement which causes such applicable Law, without giving the opportunity of the other party to believe that there is a reasonable likelihood that any clearanceattend or participate. To the extent permitted by applicable Law, consent or approval required in order the parties to consummate the transactions contemplated by this Agreement will not be obtained consult and cooperate with one another in connection with any analyses, appearance, presentations, memoranda, briefs, arguments, opinions, and proposals made or that the receipt submitted by or on behalf of any such clearance, consent party to this Agreement in connection with Proceedings under or approval will be materially delayed or conditionedrelated to the HSR Act.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and the Seller Parties shall, and shall cause their respective Affiliates to, (ai) Without limiting make or cause to be made the generality filings required of such Party or any of its Affiliates under any Laws with respect to the provisions of Section 7.2 transactions contemplated by this Agreement and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten Business Days after the execution and delivery date of this Agreement, each except that Seller shall pay one-half of Parent the filing fee due in connection with any one filing pursuant to the HSR Act as a result of this Agreement and the Company ARMC Purchase Agreement and Buyer shall make or submit pay any remaining filing fees due in connection with all applicationsfilings pursuant to the HSR Act, notices, petitions (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings, file (iii) use Reasonable Efforts to cause the expiration of the notice or submit all documentation, waiting periods under the HSR Act and use their respective reasonable best efforts any other Laws with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with is reasonably practicable, (iv) promptly inform the terms and conditions other Party of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceany communication from or to, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made proposed understanding or agreement with, or written materials submitted to, any third party or any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent (viii) use Reasonable Efforts to contest and the Company shall promptly advise each other upon receiving resist any communication from action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority whose clearance, consent or approval is required to consummate challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 7.1 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to, (ai) Without limiting make or cause to be made the generality filings required of such Party or any of its Affiliates under any Laws with respect to the provisions of Section 7.2 transactions contemplated by this Agreement and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten Business Days after the execution and delivery date of this Agreement, each except that Seller shall pay one-half of Parent the filing fee due in connection with any one filing pursuant to the HSR Act as a result of this Agreement and the Company Centrahoma Purchase Agreement and Buyer shall make or submit pay any remaining filing fees due in connection with all applicationsfilings pursuant to the HSR Act, notices, petitions (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings, file (iii) use Reasonable Efforts to cause the expiration of the notice or submit all documentation, waiting periods under the HSR Act and use their respective reasonable best efforts any other Laws with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with is reasonably practicable, (iv) promptly inform the terms and conditions other Party of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceany communication from or to, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made proposed understanding or agreement with, or written materials submitted to, any third party or any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent (viii) use Reasonable Efforts to contest and the Company shall promptly advise each other upon receiving resist any communication from action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority whose clearance, consent or approval is required to consummate challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Without limiting make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the generality other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the provisions notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of Section 7.2 (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the extent required by applicable Lawsother Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable following and with due regard to maintaining the execution confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and delivery any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of UNIT PURCHASE AGREEMENT 40 their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, each the Transaction Documents or any of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authoritieshereby or thereby. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and If a Party or any of its respective Subsidiaries, that appears Affiliates intends to participate in any application, notice, petition, filing and documentation made with, meeting or written materials submitted to, any third party or discussion with any Governmental Authority in connection Body with respect to such filings, it shall give the transactions contemplated by this Agreement. In exercising the foregoing rightother Party reasonable prior notice of, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearancean opportunity to participate in, consent such meeting or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioneddiscussion.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to (a) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates (and, in the provisions case of Section 7.2 Seller and any of its respective Affiliates) under any Laws with respect to the transactions contemplated by this Agreement and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten Business Days after the execution date hereof, (b) cooperate with the other Party and delivery of this Agreement, each of Parent and the Company shall make or submit furnish all applications, notices, petitions and information in such Party’s possession that is necessary in connection with such other Party’s filings, file (c) use Reasonable Efforts to cause the expiration of the notice or submit all documentationwaiting periods under the HSR Act and, and use their respective reasonable best efforts if applicable, any other Laws with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with is reasonably practicable, (d) promptly inform the terms and conditions other Party of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceany communication from or to, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made proposed understanding or agreement with, or written materials submitted to, any third party or any Governmental Authority in respect of such filings, (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (f) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (g) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent (h) use Reasonable Efforts to contest and the Company shall promptly advise each other upon receiving resist any communication from action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority whose clearance, consent or approval is required to consummate challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required as in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt violation of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other Party reasonable prior notice of such meeting.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationone hand, and use their respective reasonable best efforts to obtain as the Company, on the other hand, shall promptly as practicable all clearances, permits, consents, approvals and authorizations inform the other of all any communication from any Governmental Authorities, in each case which are necessary or advisable to consummate Authority regarding any of the transactions contemplated by this Agreement as promptly as practicable and to comply in connection with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made filings or investigations with, by or written materials submitted to, any third party or before any Governmental Authority in connection 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 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 exercising connection with and without limiting the foregoing rightforegoing, each of to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto shall act agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably and as promptly as practicable. Parent apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Company shall promptly advise Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other upon receiving with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any communication analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority whose clearancerelating to the Offer or the Merger, consent and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 9.1(c). Any such disclosures, rights to participate or approval is required to consummate the transactions contemplated provisions of information by this Agreement which causes such one party to believe that there is the other may be made on a reasonable likelihood that any clearance, consent counsel-only basis to the extent required under applicable Law or approval required in order as appropriate to consummate protect confidential business information or the transactions contemplated by this Agreement will not be obtained attorney client privilege or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedattorney work product.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent Investors and the Company shall make cooperate in good faith, engage in communications and share and exchange documents and other information as may be required for the Company or submit all any of its Subsidiaries, or for any Investor, to file any registrations (including registrations required as a member of an insurance holding company system), petitions, statements, applications, schedules, forms, declarations, notices, petitions and filingsreports, file submissions (including any sales material, any nonrenewal, cancellation or submit all documentationrevision of reinsurance agreements, and use their respective reasonable best efforts material acquisitions of assets or material dispositions of assets) or other filings (including with respect to obtain as promptly as practicable all clearancespremium rates, permitsrating plans, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the policy terms and conditions other terms established or used by any Subsidiaries of all such clearances, permits, consents, approvals and authorizations of all the Company) with any Governmental Authorities. The Company and Parent shall have the right to review in advance, and Authority to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party the Company or its Subsidiaries (including all supplements and amendments to any of the foregoing, whether made or required to be made prior to, on or after the date hereof, but excluding any filings contemplated by the Registration Rights Agreement, the “Regulatory Filings”). To the extent that any Regulatory Filing by the Company or its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made withSubsidiaries requires, or written materials submitted to, any third party or any a Governmental Authority requests in connection with any Regulatory Filing, whether formally or informally, any documents or other information in any way regarding or relating to an Investor or its Affiliates, including any officers, directors, managers, partners or employees of Investor or its Affiliates, the transactions contemplated by this AgreementCompany shall provide the applicable Investor reasonably prompt notice (such notice to include the provision of copies of any writings or documents which relate to the request). In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent The applicable Investor and the Company shall promptly advise each then discuss in good faith the proposed disclosure of such documents or other upon receiving information by the Company, reasonably cooperate to limit the disclosure of such information or documents in response to any communication from such requirement or request and/or find and facilitate reasonable alternatives to any such disclosure and the Company agrees that it shall not, and shall cause its Subsidiaries not to, provide such documents or other information unless such disclosure is agreed to in writing by the applicable Investor, except to the extent reasonably required by applicable law, rule or regulation and reasonable alternatives are not available, in which case Investor shall have an opportunity to review and comment on any such disclosure, and the Company shall consider in good faith any such comments. If an Investor determines (in its sole discretion), after consultation with the Company pursuant to the preceding sentence, that the proposed disclosure of certain documents or other information includes sensitive or confidential information regarding the Investor or any of its Affiliates (other than the Company and its Subsidiaries), or any officers, directors, managers, parents or employees of Investor or its Affiliates (other than the Company and its Subsidiaries), the Investor may provide such sensitive or confidential information directly to the applicable Governmental Authority without the prior disclosure of such information to the Company. The Company agrees that it will not consent to the disclosure by any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any information or other documentation provided by an Investor or its Affiliates (other than the Company and its Subsidiaries), or any officers, directors, managers, parents or employees of Investor or its Affiliates (other than the Company and its Subsidiaries), without such clearanceInvestor’s consent, consent not to be unreasonably withheld, conditioned or approval will delayed. All reasonable and documented out-of-pocket third party costs incurred in connection with any Regulatory Filing made on or after the date hereof shall be materially delayed or conditionedat the sole cost and expense of the Company and the Company shall reimburse each Investor for any such out-of-pocket costs and expenses incurred by it.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 SHBI and to the extent required by applicable Laws, as promptly as practicable following the execution TCFC and delivery of this Agreement, each of Parent and the Company their respective Subsidiaries shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the transactions contemplated by Transaction; and SHBI shall use its best efforts to make any initial application filings with Governmental Authorities within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicable thereafter. Each of SHBI and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent TCFC shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party and any the exchange of its respective Subsidiariesinformation, that appears in any application, notice, petition, filing and documentation made with, or with respect to all written materials information submitted to, any third party or to any Governmental Authority in connection with the transactions contemplated by this AgreementTransaction, provided that SHBI shall not be required to provide TCFC with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Authorities necessary or advisable to consummate the Company Transaction, and each party shall promptly advise each keep the other upon receiving party apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to the extent permitted by applicable law, regulation or policies imposed by any communication Governmental Authority, to provide the other party with a copy of all correspondence to or from any Governmental Authority whose clearancein connection with the Transaction and descriptions of any material or significant oral communications with any Governmental Authority in connection with the Transaction, consent or approval is provided that SHBI shall not be required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt provide TCFC with confidential portions of any such clearance, consent filing or approval will be materially delayed or conditionedother communication with a Governmental Authority.

Regulatory Filings. (a) Without limiting the generality of the provisions obligations of the parties pursuant to Section 7.2 6.5 and subject to the extent required proviso in Section 6.5, Parent shall determine whether any action by applicable Lawsor in respect of, as promptly as practicable following the execution and delivery of this Agreementor filing with, each of Parent and the Company shall make any Governmental Entity by any party hereto or submit all applicationsany Subsidiary thereof is required, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permitsany actions, consents, approvals and authorizations of all Governmental Authoritiesor waivers are reasonably required to be obtained from any parties to any material contract, in each case which are necessary or advisable to consummate connection with the consummation of the transactions contemplated by this Agreement as promptly as practicable Agreement, and to comply the parties hereto will cooperate with the terms each other in seeking and conditions of all obtaining any such clearances, permitsactions, consents, approvals or waivers or making any such filings and authorizations furnishing information required in connection therewith, provided, that neither party shall make an antitrust or competition filing with a Governmental Entity other than under the HSR Act and in respect of all Governmental Authoritiesthe Foreign Filings unless the parties hereto mutually agree that such filing is necessary or Parent determines in good faith after consultation with outside legal counsel that such filing is required pursuant to Law in connection with the Merger. The Company and Parent To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance, advance and to each of the extent practicable each parties will consult the other others on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party the other and any each of its their respective Subsidiaries, Subsidiaries that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each Each of the parties hereto Company and Parent promptly shall act reasonably notify and as promptly as practicable. Parent and provide a copy to the Company shall promptly advise each other upon receiving party of any written communication received from any Governmental Authority whose clearance, consent Entity with respect to any filing or approval is required submission or with respect to consummate the Merger and the other transactions contemplated by this Agreement which causes Agreement. Each of the Company and Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filing or any such transaction. To the extent reasonably practicable, neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any such filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the opportunity of the other party to believe that there is attend or participate. To the extent permitted by applicable Law, the parties to this Agreement will consult and cooperate with one another in connection with any analyses, appearance, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any party to this Agreement in connection with Proceedings under or related to the HSR Act or other applicable Law. To the extent permitted by applicable Law, except as otherwise expressly provided above in this Section 6.6(a), the determination of Parent shall prevail in the event of a reasonable likelihood that disagreement on any clearance, consent or approval required in order to consummate the transactions matter contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedSection 6.6(a).

Regulatory Filings. (ai) Without limiting From the generality date hereof until the earlier of the provisions Closing and the date that this Agreement is terminated, the Purchasers and the Company shall (i) use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of Section 7.2 and waiting periods are required to the extent required by applicable Lawsbe obtained from, any other Governmental Authority (as promptly defined below) or Self-Regulatory Organization (as practicable following defined below) in connection with the execution and delivery of this Agreement, each of Parent Agreement and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationconsummation of the transactions contemplated hereby, and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (ii) use their respective commercially reasonable best efforts to obtain supply to any Governmental Authority or Self-Regulatory Organization as promptly as practicable any additional information or documents that may be requested pursuant to any law, ordinance, regulation, rule, statute, or ruling, order, judgment, injunction, award, decree, or other requirement (whether temporary, preliminary or permanent) or by such Governmental Authority or Self-Regulatory Organization, as applicable; (iii) promptly inform the other parties of any substantive meeting, discussion, or communication with any Governmental Authority (other than any taxing authority) or Self-Regulatory Organization (and shall supply to the other parties any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable law relating to the exchange of information or as necessary to preserve attorney-client privilege) in respect of any filings, investigation or inquiry concerning the transactions contemplated hereby, and shall consult with the other parties in advance and, to the extent permitted by such Governmental Authority or Self-Regulatory Organization, as applicable, give the other parties the opportunity to attend and participate thereat and (iv) use commercially reasonable efforts to take, or cause to be taken, all clearancesother actions and do, permitsor cause to be done, consentsall other things necessary, approvals and authorizations of all Governmental Authorities, in each case which are necessary proper or advisable to consummate the Closing and the other transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of hereby, including taking all such clearancesfurther action as may be necessary to resolve such objections, permitsif any, consentsas may be asserted under any law, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceordinance, and to the extent practicable each will consult the other onregulation, in each case subject to applicable Laws and Ordersrule, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made withstatute, or written materials submitted toruling, any third party order, judgment, injunction, award, decree, or any Governmental Authority in connection other requirement (whether temporary, preliminary or permanent) with respect to the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedhereby.

Regulatory Filings. (a) Without limiting The Buyer, the generality Company and, if applicable, the Sellers shall file as soon as practicable all filings and submissions required under any Laws applicable to such parties with respect to the consummation of the provisions transaction contemplated by this Agreement (including in particular compliance with the HSR Act and similar EU regulation). Company shall pay any antitrust or competition-related filing fees required to be paid to a Governmental Authority, including fees due under the HSR Act and similar EU competition regulations, up to a maximum of Section 7.2 two hundred thousand dollars ($200,000) (such amounts paid by the Company, the “Filing Fees”), after which Buyer shall pay any excess filing fees; provided, that unless the transactions contemplated herein are not consummated as a result of a knowing breach by the Company of the representations and warranties set forth in Article III, a knowing breach by a Seller of the representations and warranties set forth in Article IV or a willful breach by the Company or a Seller of the covenants set forth in Article VI, Buyer shall reimburse Company for the Filing Fees. Buyer and Sellers shall share equally the cost of any other required filings and submissions. Buyer shall bear its antitrust compliance costs including all filing fees and attorney fees. The Buyer and the Sellers shall, and the Sellers shall exercise commercially reasonable efforts to cause the extent Company to, (i) coordinate and cooperate with each other in exchanging such information and assistance as may reasonably be required by applicable Lawsin connection with all of the foregoing filings and submissions, (ii) respond as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make to any inquiries or submit all applications, notices, petitions and filings, file requests received from any Governmental Authority for additional information or submit all documentation, and use their respective reasonable best efforts (iii) not enter into any agreement with any Governmental Authority to obtain as promptly as practicable all clearancesdelay or not to consummate the transactions, permitsexcept with the prior consent of the other party, consentswhich consent shall not be unreasonably withheld, approvals and authorizations of all Governmental Authoritiesconditioned or delayed, in each case which are (iv) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (v) promptly make any filings or submissions required under any applicable foreign antitrust or trade regulation Law so as to consummate obtain an early termination of any applicable waiting period under the HSR Act or similar EU regulation. The Buyer shall use its commercially reasonable efforts to avoid or eliminate impediments under any antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement in order to enable the Closing to occur as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authoritiesreasonably practicable. The Company Buyer and Parent Sellers shall have the right to review in advance, and to the extent practicable each will consult (i) promptly notify the other on, in each case subject party of any written communication to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication its Affiliates from any Governmental Authority whose clearance, consent related to this Agreement or approval is required to consummate the transactions contemplated by this Agreement which causes such and, subject to applicable Law, permit the other party to believe that there is a reasonable likelihood that review in advance any clearanceproposed written communication to any of the foregoing, consent (ii) not agree to participate, or approval required to permit its Affiliates to participate, in order to consummate any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat, and (iii) to the extent permitted under applicable Law, furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between such party and its Affiliates and, in the case of the Buyer, Buyer’s Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement will not be obtained and the transactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable Laws (including those relating to security clearance or export controls) or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto); provided, that each such party shall use its reasonable efforts to promptly communicate to the receipt other party the substance of any such clearancecommunication, consent whether by redacting parts of such material communication or approval will be materially delayed otherwise, so that such communication would not violate applicable Laws or conditionedcause the loss of the attorney-client privilege with respect thereto.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to (ai) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates under any Laws with respect to the provisions of Section 7.2 transactions contemplated hereby and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten Business Days after the execution date hereof, (ii) cooperate with the other Party and delivery of this Agreement, each of Parent and the Company shall make or submit furnish all applications, notices, petitions and information in such Party’s possession that is necessary in connection with such other Party’s filings, file (iii) use Reasonable Efforts to cause the expiration of the notice or submit all documentation, waiting periods under the HSR Act and use their respective reasonable best efforts any other Laws with respect to obtain the transactions contemplated hereby as promptly as practicable all clearancesis reasonably practicable, permits, consents, approvals and authorizations (iv) promptly inform the other Party of all Governmental Authorities, in each case which are necessary any communication from or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceto, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made proposed understanding or agreement with, or written materials submitted to, any third party or any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, and (viii) use Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required hereby as in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt violation of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Sellers shall, and shall cause their respective Affiliates to (ai) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates under any Laws with respect to the provisions of Section 7.2 transactions contemplated hereby and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten Business Days after the execution date hereof, (ii) cooperate with the other Party and delivery of this Agreement, each of Parent and the Company shall make or submit furnish all applications, notices, petitions and information in such Party’s possession that is necessary in connection with such other Party’s filings, file (iii) use Reasonable Efforts to cause the expiration of the notice or submit all documentation, waiting periods under the HSR Act and use their respective reasonable best efforts any other Laws with respect to obtain the transactions contemplated hereby as promptly as practicable all clearancesis reasonably practicable, permits, consents, approvals and authorizations (iv) promptly inform the other Party of all Governmental Authorities, in each case which are necessary any communication from or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceto, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made proposed understanding or agreement with, or written materials submitted to, any third party or any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, and (viii) use Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required hereby as in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt violation of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 6.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all such third parties and Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either the other party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned.

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer Parties and the Sellers shall, and shall cause their respective Affiliates to (a) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates under any applicable Legal Requirements with respect to the provisions of Section 7.2 transactions contemplated by this Agreement and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten (10) Business Days after the execution date hereof, (b) cooperate with the other party and delivery of this Agreement, each of Parent and the Company shall make or submit furnish all applications, notices, petitions and information in such party’s possession that is necessary in connection with such other party’s filings, file (c) use Reasonable Efforts to cause the expiration of the notice or submit all documentation, waiting periods under the HSR Act and use their respective reasonable best efforts any other applicable Legal Requirements with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with is reasonably practicable, (d) promptly inform the terms and conditions other party of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceany communication from or to, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made proposed understanding or agreement with, or written materials submitted to, any third party or any Governmental Authority in respect of such filings, (e) consult and cooperate with the other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (f) comply, as promptly as is reasonably practicable, with any requests received by such party or any of its Affiliates under any applicable Legal Requirements for additional information, documents or other materials, (g) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent (h) use Reasonable Efforts to contest and the Company shall promptly advise each other upon receiving resist any communication from action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority whose clearance, consent or approval is required to consummate challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt as violative of any applicable Legal Requirement. If a party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other party reasonable prior notice of, and an opportunity to participate in, such meeting.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to (ai) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates under any Laws with respect to the provisions of Section 7.2 transactions contemplated by this Agreement and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within ten (10) Business Days after the execution date hereof, (ii) cooperate with the other Party and delivery furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings, (iii) use Reasonable Efforts to cause the early termination of this Agreement, each of Parent the waiting period under the HSR Act and the Company shall make expiration of the notice or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts the waiting period of any other Laws with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as is reasonably practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent (provided Buyer shall have the right sole obligation to review in advance, and pay any fees payable by Buyer under the HSR Act with respect to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising ), (iv) promptly inform the foregoing rightother Party of any communication from or to, each and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (v) consult and cooperate with the parties hereto shall act reasonably other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable. Parent , with any requests received by such Party or any of its Affiliates under the HSR Act and the Company shall promptly advise each any other upon receiving Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any communication from objections as may be asserted by any Governmental Authority whose clearancewith respect to the transactions contemplated by this Agreement, consent and (viii) use Reasonable Efforts to contest and resist any action or approval is required proceeding instituted (or threatened in writing to consummate be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such clearancefilings, consent or approval will be materially delayed or conditionedit shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable LawsThe Purchaser shall, as promptly soon as reasonably practicable following the execution date hereof (and delivery in any event within seven (7) Business Days), make or cause to be made all filings and submissions required of this Agreementthe Purchaser under the HSR Act or any other material applicable antitrust or noncompetition Laws or regulations (“Antitrust Laws”) or other Laws applicable to the Purchaser for the consummation of the transactions contemplated herein. The Purchaser shall promptly comply with any additional requests for information by any Governmental Entities, each including requests for production of Parent documents. The Purchaser shall keep the Seller and the Company shall make reasonably apprised of the status of any such inquiries or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made withrequests for additional information, or written materials submitted to, any third party or communications with any Governmental Authority in connection with Entities regarding the transactions contemplated by this Agreement. In exercising The Purchaser shall diligently assist and cooperate with the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent Company and the Seller in preparing and filing all documents required to be submitted by the Seller, the Company shall promptly advise each other upon receiving any communication from or its Affiliates to any Governmental Authority whose clearanceEntities in connection with the transactions contemplated hereby and in obtaining any Governmental Entity or third-party consents, consent waivers, authorizations or approval approvals that may be required to be obtained by the Seller, the Company or its Subsidiaries in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company or the Seller all information concerning the Purchaser and/or its Affiliates that counsel to the Company and/or the Seller reasonably determines is required to consummate be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval); provided that, notwithstanding the transactions contemplated by this Agreement foregoing, the Purchaser shall not have any obligation to provide any information the disclosure of which causes such party is prohibited under applicable Law or is subject to believe that there is a reasonable likelihood that any clearancethe attorney–client privilege. The Purchaser shall be responsible for all filing fees under the HSR Act, consent other Antitrust Laws and all other Laws or approval required in order regulations applicable to consummate the transactions contemplated by this Agreement will not Purchaser. The Purchaser shall cause the filings under the HSR Act to be obtained or that the receipt considered for grant of any such clearance, consent or approval will be materially delayed or conditioned“early termination”.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 Buyer and to the extent required by applicable Laws, Seller shall supply as promptly as practicable following any additional information and documentary material that may be requested pursuant to the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationHSR Act, and shall use their respective commercially reasonable best efforts to obtain cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each of Buyer and Seller will (i) promptly as practicable all clearancesnotify the other of any written communication to that party from any Governmental Authority and, permitssubject to the HSR Act, consentsif practicable, approvals permit the other party to review in advance any proposed written communication to any such Governmental Authority and authorizations incorporate such other party’s reasonable comments thereto, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and (iii) furnish the other party with copies of all correspondence, filings and written communications between it and its Affiliates and their respective representatives on one hand, and any such Governmental AuthoritiesAuthority and its respective staff on the other hand, in each case which are necessary with respect to this Agreement and the transactions contemplated hereby. If any administrative or advisable judicial action or proceeding is instituted (or threatened to consummate be instituted) challenging any transaction contemplated by this Agreement as violative of the HSR Act or any other law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated by this Agreement as promptly as practicable illegal or would otherwise prohibit or materially impair or delay the consummation thereof, each of Buyer and to comply Seller shall cooperate in all respects with the terms other and conditions use its commercially reasonable efforts to resolve any and all objections as may be asserted with respect to this Agreement under the HSR Act. Notwithstanding the foregoing, Buyer and Seller shall not be required to take any commercially unreasonable action that substantially impairs the overall benefits expected to be realized from the consummation of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advancetransactions set forth herein, and in no event shall Buyer be required to (i) sell, hold separate or otherwise dispose of the extent practicable each will consult the other on, assets to be acquired in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and this transaction or any of its respective Subsidiaries, that appears in Buyers’ or their Affiliate’s other assets or businesses now owned or hereafter acquired by Buyer to resolve any application, notice, petition, filing and documentation made with, objection or written materials submitted to, any third party or any Governmental Authority in connection with proceeding objecting to the transactions contemplated by this Agreementhereunder or (ii) terminate any existing relationships and contractual rights and obligations. In exercising All filing fees and expenses relating to the foregoing right, each of Notification and Report Form filed pursuant to the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required HSR Act with respect to consummate the transactions contemplated hereby shall be paid by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedBuyer.

Regulatory Filings. (a) In connection with the Transactions, each Party shall, as promptly as reasonably practicable, use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Agreement (the “Regulatory Filings”). Each Party shall use commercially reasonable efforts to cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals and effect any such filing, withdrawal or amendment. With respect to the Regulatory Filings, each Party agrees to use its commercially reasonable efforts and cooperate with the other Parties (i) in timely making inquiries with Governmental Authorities regarding the Regulatory Filings, (ii) in determining if any Regulatory Filings are required by Governmental Authorities, (iii) in timely making all Regulatory Filings (except with respect to such jurisdictions where the Parties agree that a Regulatory Filing is not required) and directing their respective security holders to make, or cause to be made, all Regulatory Filings as necessary, and (iv) promptly informing the other Parties of any material communication with any Governmental Authority regarding the Transactions. Without limiting the generality of the provisions of Section 7.2 and foregoing, each Party shall (and, to the extent required by applicable Lawsrequired, as promptly as practicable following shall cause its Affiliates to) (x) make any and all appropriate filings pursuant to the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts HSR Act with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement promptly (and as soon as reasonably practical following the date of this Agreement), (y) respond as promptly as reasonably practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or requests by any Governmental Authority in connection with for additional information and documentary material that may be requested pursuant to the transactions contemplated by this Agreement. In exercising the foregoing rightHSR Act, each and (z) request early termination of the parties hereto shall act reasonably applicable waiting period under the HSR Act, if available, and as promptly as practicable. Parent and not extend any waiting period or comparable period under the Company shall promptly advise each other upon receiving HSR Act or enter into any communication from agreement with any Governmental Authority whose clearance, consent or approval is required not to consummate the transactions contemplated by this Agreement which causes such party Transactions, except with the prior written consent of the other Parties. Notwithstanding anything herein to believe that there is a reasonable likelihood that any clearancethe contrary, consent or approval required in order to consummate Epic shall bear 100% of the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned.HSR Act filing fees. 71

Regulatory Filings. (a) Subject to the Company’s cooperation in accordance with Section 6.03, the Purchaser shall, within six (6) Business Days of the date hereof, make or cause to be made all filings and submissions required of the Purchaser under the HSR Act or any other laws or regulations applicable to the Purchaser for the consummation of the transactions contemplated herein. The Purchaser shall promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. In addition, the Purchaser shall cooperate in good faith with the Governmental Entities and undertake promptly any and all reasonable action required to complete the transactions contemplated by this Agreement expeditiously and lawfully, provided that Purchaser shall have no obligation to take any action that (a) would require the divestiture of any of it or its Affiliates’ business, product lines or assets or involve any material requirement or restriction on any of it or its Affiliates’ businesses, product lines or assets; (b) would require any material modification of the existing capital structure of the Purchaser or any of its Affiliates; (c) would reasonably likely have a Material Adverse Effect on the Purchaser or any of its Affiliates; or (d) would reasonably likely have a Material Adverse Effect on the Company. Without limiting the generality of the provisions foregoing, if a suit or other action is threatened or instituted by any government authority or any other entity challenging the validity or legality or seeking to restrain the consummation of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, the Purchaser and Merger Sub shall use their commercially reasonable efforts to comply avoid, resist, resolve or, if necessary, defend such suit or action. The Purchaser shall assist and cooperate with the terms Company in preparing and conditions of filing all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The documents required to be submitted by the Company and Parent shall have the right or its affiliates to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by this Agreementthe Company in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company all information concerning the Purchaser and/or its Affiliates that counsel to the Company reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval). In exercising The Company and Purchaser shall share equal responsibility for all filing fees under the foregoing right, each HSR Act and under any such other laws or regulations applicable to the Purchaser. The Purchaser shall have no obligation to cause the filings under the HSR Act to be considered for grant of “early termination.” The Company shall not cause the filings under the HSR Act to be considered for grant of “early termination.” The parties hereto shall act reasonably and also file any post- transaction notices as promptly as practicablemay be required by such Governmental Entities within the time periods prescribed by applicable Law. Parent Purchaser and the Company shall promptly advise keep each other upon receiving apprised of the status of any communication from communications with, and any inquiries or requests for additional information from, any Governmental Authority whose clearance, consent or approval is required Entities and use commercially reasonable efforts to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of comply promptly with any such clearance, consent inquiry or approval will be materially delayed or conditionedrequest.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 and to the extent required by applicable LawsParent, as promptly as practicable following the execution and delivery of this Agreement, each of Parent Bank Subsidiary and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to prepare, submit, file, update and publish (as applicable) all applications, notifications, reports or other documentation to obtain as promptly as practicable all clearances, permits, consents, approvals approvals, waivers and authorizations of all third parties and Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Transaction; and, in any event, subject to the timely receipt of information regarding Company required to be included therein, and to comply with the terms and conditions of all such clearances, permitscomments, consents, approvals and authorizations of all Governmental Authorities. The exhibits or other documents to be provided by Company and its advisors or representatives, Parent shall file any application, notice, report or document with Governmental Authorities that are necessary to obtain Regulatory Approval or otherwise required in connection with the transactions contemplated hereby within forty (40) days of the date of this Agreement. Each of Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party and any the exchange of its respective Subsidiariesinformation, that appears in any application, notice, petition, filing and documentation made with, or written materials with respect to all information submitted to, to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementTransaction, provided that Parent shall not be required to provide the Company with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with and keep fully informed the Company other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall promptly advise each keep the other upon receiving any communication parties fully informed of the status of developments relating to completion of the Transaction. Each party hereto further agrees to provide the other parties with a copy of all correspondence to or from any Governmental Authority whose clearancein connection with the Transaction, consent provided that Parent shall not be required to provide the Company with confidential portions of any filing with a Governmental Authority. Each party agrees that it will use reasonable best efforts to give the other party reasonable advance notice of, and whenever appropriate, invite the other party (and give due consideration in good faith to any reasonable request of the other party) to participate in, any meetings or approval discussions held with any Governmental Authority concerning the transactions contemplated hereby; provided that such participation is required not objected to by such Governmental Authority. The parties further covenant and agree not to extend any waiting period associated with any Regulatory Approval or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement which causes such Agreement, except with the prior written consent of the other party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedhereto.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and Prior to the extent required by applicable Laws, as promptly as practicable following Closing the execution and delivery of this Agreement, each of Parent and the Company Parties shall make or submit all applications, notices, petitions and filings, file or submit use their reasonable best efforts (i) to prepare all documentation, and use their respective reasonable best efforts to effect all filings, to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, including the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Transactions in the manner contemplated herein, (ii) to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authoritiesand (iii) to cause the Transactions contemplated by this Agreement to be consummated as expeditiously as practicable. The Company Parties shall furnish each other and Parent each other’s counsel with all information concerning themselves, their subsidiaries, managers, directors, trustees, officers, members, and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of Buyer LLC or Seller to any Governmental Authority in connection with the Transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance, and to advance all characterizations of the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party such Party and any of its respective Subsidiaries, subsidiaries that appears appear in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement with any Governmental Authority. In exercising addition, Buyer LLC and Seller shall each furnish to the foregoing right, other for review a copy of each of such filing made in connection with the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions Transactions contemplated by this Agreement which causes such party with any Governmental Authority prior to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedits filing.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and Merger Subsidiary, on the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationone hand, and the Company, on the other hand, will use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, requisite approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate for the transactions contemplated by this Agreement under the HSR Act, and, as promptly as practicable applicable, ITAR and to comply NISPOM, and will (i) cooperate with each other in connection with any such filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the terms other party reasonably informed, including by providing the other party with a copy, of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and conditions of all such clearancesany communication received or given in connection with any proceeding by a private party, permitsin each case regarding any of the transactions contemplated hereby, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have (iii) permit the right other party to review in advanceadvance any communication planned to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other U.S. or foreign Governmental Authority in respect thereof or, in connection with any proceeding by a private party, with any other Person, and to the extent practicable each will consult permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other onparty or its Representatives the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, in the Company and Parent may, as each case subject deems advisable and necessary, reasonably designate any competitively sensitive material provided to applicable Laws the other under this Section 8.02(a) as “Antitrust Counsel Only Material.” Such materials and Ordersthe information contained therein will be given only to the outside counsel regarding antitrust Applicable Law of the recipient and will not be disclosed by outside counsel to employees, all officers, directors or consultants of the documentation and information relating to either party and recipient or any of its affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent as the case may be) or its legal counsel. Each of the Company and Parent will cause their respective Subsidiariesoutside counsel regarding antitrust Applicable Law to comply with this Section 8.02(a). Notwithstanding anything to the contrary in this Section 8.02(a), that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third provided to the other party or any Governmental Authority in connection with its counsel may be redacted to remove references concerning the transactions contemplated by this Agreement. In exercising the foregoing right, each valuation of the parties hereto shall act reasonably Company and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedprivileged communications.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationMerger Sub shall, and use shall cause their respective reasonable best efforts to obtain as Affiliates to, if applicable, on the one hand, and the Company, on the other hand, shall promptly as practicable all clearances, permits, consents, approvals and authorizations inform the other of all any communication from any Governmental Authorities, in each case which are necessary or advisable to consummate Authority regarding any of the transactions contemplated by this Agreement as promptly as practicable and to comply in connection with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made filings or investigations with, by or written materials submitted to, any third party or before any Governmental Authority in connection with relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by this Agreementa private party. In exercising the foregoing right, each of the parties If any party hereto or Affiliate thereof shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication receive a request for additional information or documentary material from any Governmental Authority whose clearance, consent or approval is required with respect to consummate the transactions contemplated by this Agreement which causes or with respect to any filings that have been made, then such party shall use its reasonable best efforts to believe that there is 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 reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable likelihood that advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any clearanceanalyses, consent presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or approval counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required in order under applicable Law or as appropriate to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedprotect confidential information.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable LawsThe Purchaser shall, as promptly as practicable following (and, in the execution and delivery case of this Agreementany filing pursuant to the HSR Act no later than November 22, each of Parent and the Company shall 2023), make or submit cause to be made all applicationsfilings and submissions required of the Purchaser under any Laws applicable to the Purchaser for the consummation 34 of the transactions contemplated herein (which filing under the HSR Act shall specifically request early termination of the waiting period prescribed by the HSR Act, notices, petitions and filings, file or submit all documentation, and if available). The Purchaser agrees to use their respective its reasonable best efforts to obtain as promptly as practicable take, or cause to be taken, all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are actions necessary or advisable to expeditiously consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, including using reasonable best efforts to make all necessary government filings required of it, provide any information required for and to comply cooperate with the terms Company to make all regulatory filings contemplated in Section 6.3, respond to government requests for information, and conditions of otherwise obtain all such clearancesnecessary governmental, permitsjudicial or regulatory actions or non-actions, orders, waivers, consents, approvals clearances, extensions and authorizations of all Governmental Authoritiesapprovals. The Company and Parent Notwithstanding the foregoing, the Purchaser shall have not extend any waiting period under the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and HSR Act or enter into any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any agreement with a Governmental Authority in connection with respect to the transactions contemplated by this Agreement, except with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed). In exercising Notwithstanding the foregoing rightor anything in this Agreement to the contrary, each in no event shall the Purchaser or any of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each its Affiliates be required to (i) consent to any divestitures or licenses of assets, supply or exchange agreements, or hold separate agreements, or (ii) avoid, resist, resolve or defend any suit or other upon receiving any communication from action threatened or instituted by any Governmental Authority whose clearanceor other entity challenging the validity or legality, consent or approval is required seeking to consummate restrain the transactions consummation of the transaction contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate Agreement. The Purchaser shall be responsible for all filing fees under the transactions contemplated by this Agreement will not be obtained or that the receipt of HSR Act and under any such clearance, consent other laws or approval will be materially delayed or conditionedregulations applicable to the Purchaser.

Regulatory Filings. The Company shall, (ai) Without limiting promptly cooperate with Parent in connection with the generality preparation of the provisions of Section 7.2 filings and submissions to be made under the HSR Act and any other applicable Antitrust Laws with respect to the extent jurisdictions set forth on Schedule 6.04(a) in connection with the consummation of the transactions contemplated herein (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Antitrust Laws) and make any such filings and submissions in the manner and timing as required by applicable LawsLaw (and in any event within five (5) Business Days (assuming that Parent has filed or is simultaneously making its filing required under Section 6.04)) and (ii) promptly provide or cause to be provided the notices or filings set forth on Schedule 6.04(b). In connection with the consummation of the transactions contemplated herein, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms any additional requests for information, including requests for production of documents and conditions production of all such clearances, permits, consents, approvals and authorizations of all witnesses for interviews or depositions by any Governmental AuthoritiesEntities. The Company shall diligently assist and cooperate with the Parent shall have the right in preparing and filing any and all written communications that are to review in advance, and be submitted to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by this Agreement. In exercising any Group Company in connection with the foregoing righttransactions contemplated hereby, each of which assistance and cooperation shall include: (i) timely furnishing to the parties hereto shall act reasonably and as promptly as practicable. Parent and all information concerning the Parent and/or its Affiliates that counsel to the Company shall reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly advise each other upon receiving any communication providing the Parent with copies of all written communications to or from any Governmental Authority whose clearanceEntity relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law; and provided further, consent or approval is required to consummate that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) keeping the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt Parent reasonably informed of any communication received or given in connection with any proceeding by the Company, in each case regarding the Merger; and (iv) permitting the Parent to review and incorporate the Parent’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act, in each case regarding the Merger. The Company shall not initiate, or participate in any meeting or discussion with any Governmental Entity with respect to any filings, applications, investigation, or other inquiry regarding the Merger or filings under the HSR Act without giving the Parent reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in such clearance, consent meeting or approval will be materially delayed or conditioneddiscussion.

Regulatory Filings. The Purchaser shall, within five (a5) Business Days after the date hereof, make or cause to be made all filings and submissions required of the Purchaser under any laws or regulations applicable to the Purchaser for the consummation of the transactions contemplated herein. The Purchaser shall promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. In addition, the Purchaser shall cooperate in good faith with the Governmental Entities and undertake promptly any and all action required (including divestitures of its assets) to complete the transactions contemplated by this Agreement expeditiously and lawfully. Without limiting the generality of the provisions foregoing, if a suit or other action is threatened or instituted by any Governmental Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, the Purchaser and Merger Sub shall use their commercially reasonable efforts to comply avoid, resist, resolve or, if necessary, defend such suit or action (but in no event shall any divestitures be required). The Purchaser shall diligently assist and cooperate with the terms Company in preparing and conditions of filing all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The documents required to be submitted by the Company and Parent shall have the right or its Affiliates to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entities in connection with the transactions contemplated hereby and in obtaining any Governmental Entity or third party consents, waivers, authorizations or approvals which may be required to be obtained by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company or any of its Subsidiaries in connection with the transactions contemplated hereby (which assistance and cooperation shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval include timely furnishing to the Company all information concerning the Purchaser and/or its Affiliates that counsel to the Company reasonably determines is required to consummate be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval). The Purchaser shall be responsible for all filing fees under any laws or regulations applicable to the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedPurchaser.

Regulatory Filings. (a) In connection with the Transactions, each Party shall, as promptly as reasonably practicable, use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders, and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Agreements (the “Regulatory Filings”). Each Party shall use commercially reasonable efforts to cooperate fully with the other party and its Affiliates and Representatives in promptly seeking to obtain all consents, authorizations, orders, and approvals and effect any filing, withdrawal, or amendment. With respect to the Regulatory Filings, each Party agrees to use its commercially reasonable efforts and cooperate with the other Parties (i) in timely making inquiries with Governmental Authorities regarding the Regulatory Filings, (ii) in determining if any Regulatory Filings are required by Governmental Authorities, (iii) in timely making all Regulatory Filings (except with respect to such jurisdictions where the Parties agree that a Regulatory Filing is not required) and directing their respective security holders to make, or cause to be made, all Regulatory Filings as necessary, and (iv) promptly informing the other Parties of any material communication with any Governmental Authority regarding the Transactions. Without limiting the generality of the provisions of Section 7.2 and foregoing, each Party shall, and, to the extent required by applicable Lawsrequired, as promptly as practicable following shall cause its Affiliates and Representatives to, (x) make any and all appropriate filings pursuant to the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts HSR Act with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement promptly and as soon as reasonably practical following the date of this Agreement, (y) respond as promptly as reasonably practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or requests by any Governmental Authority in connection for additional information and documentary material that may be requested pursuant to the HSR Act, and (z) request early termination of the applicable waiting period under the HSR Act, if available, and not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the transactions contemplated by this Agreementprior written consent of the other Parties. In exercising Notwithstanding anything herein to the foregoing rightcontrary, each of the parties hereto shall act reasonably and as promptly as practicable. Parent PACI and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate bear 50% of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedHSR Act filing fees.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 BFC and TB and their respective Subsidiaries will cooperate and use commercially reasonable efforts to the extent required by applicable Laws, as promptly as practicable possible, but in no event later than forty-five (45) days following the execution date hereof, prepare and delivery file all Regulatory Approvals. Each of this Agreement, each of Parent BFC and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall TB will have the right to review in advance, and to the extent practicable each will consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and the exchange of information, with respect to all substantive written information submitted to any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Regulatory Authority in connection with the transactions contemplated by this AgreementRegulatory Approvals. In exercising the foregoing right, each of the parties hereto shall Parties will act reasonably and as promptly as practicable. Parent Each Party agrees that it will consult with the other Party with respect to obtaining all permits, consents, approvals and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent authorizations of all Regulatory Authorities necessary or approval is required advisable to consummate the transactions contemplated by this Agreement which causes such party Agreement, and each Party will keep the other Party apprised of the status of material matters relating to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate completion of the transactions contemplated by hereby. Notwithstanding the foregoing or anything to the contrary in this Agreement will not Agreement, nothing contained herein shall be obtained deemed to require BFC or that the receipt any of its Subsidiaries or TB or any of its Subsidiaries to take any non-standard action, or commit to take any such clearanceaction, consent or approval will agree to any non-standard condition or restriction, in connection with obtaining the Regulatory Approvals that would reasonably be materially delayed likely to have a Material Adverse Effect on BFC, TB, the Surviving Entity or conditionedthe Surviving Bank, after giving effect to the Merger (“Burdensome Condition”).

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, As soon as promptly as reasonably practicable following the execution and delivery of this AgreementAgreement (and in any event no later than fifteen (15) days following the date of this Agreement with respect to the filing as required by the HSR Act), NAI and Purchaser each of Parent shall file with the FTC and the Company shall make or submit all applications, notices, petitions DOJ Notification and filings, file or submit all documentation, and use their respective reasonable best efforts Report Forms relating to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated herein as required by this Agreement the HSR Act, if applicable, as well as comparable notification forms required by the antitrust notification or control laws and regulations of any other applicable jurisdiction as the parties agree are reasonably necessary. NAI and Purchaser each shall promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult (a) supply the other onwith any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, in each case subject to applicable Laws the DOJ or the competition or antitrust control authorities of any other jurisdiction and Orders, all which the documentation parties may reasonably deem appropriate. Each of NAI and information relating to either party and Purchaser will notify the other promptly upon the receipt of (i) any comments from any officials of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, the FTC or written materials submitted to, any third party or any Governmental Authority the DOJ in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC or the DOJ for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any legal requirements, including the requirements of the HSR Act. Each of NAI and Purchaser shall give the other party prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Entity with respect to the transactions contemplated by this Agreement. In exercising , keep the foregoing rightother party informed as to the status of any such proceeding or threat, and in connection with any such proceeding, each of NAI or Purchaser will permit authorized representatives of the parties hereto shall act reasonably other party to be present at each meeting or conference relating to any such proceeding and as promptly as practicable. Parent to have access to and the Company shall promptly advise each other upon receiving be consulted in connection with any communication from STARBURST ASSET PURCHASE AGREEMENT document, opinion or proposal made or submitted to any Governmental Authority whose clearanceEntity in connection with any such proceeding. Notwithstanding anything herein to the contrary, consent nothing in this Agreement will be deemed to require Purchaser to agree to, or approval is permit the Sellers to agree to, any divestiture (including through a licensing arrangement) of any business, assets or property, or the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock in order to obtain any of the governmental approvals required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedAcquisition.

Regulatory Filings. Each of Parent and the Company shall (a) make or cause to be made all filings and submissions required under the HSR Act within ten (10) Business Days after the date hereof, and any other applicable Antitrust Laws with respect to the jurisdictions set forth on Schedule 11.02(a) as promptly as practicable in connection with the consummation of the transactions contemplated herein (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Antitrust Laws) and (b) provide or cause to be provided the notices or filings set forth on Schedule 11.02(b) as promptly as practicable. In connection with the transactions contemplated herein, Parent and the Company shall promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with any Governmental Entities and Parent shall use its reasonable best efforts to undertake promptly any and all action required to complete the transactions contemplated by this Agreement expeditiously and lawfully; provided that nothing herein shall require Parent or any of its Subsidiaries to (i) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminate existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminate any venture or other arrangement; (iv) create any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; or (v) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing and in the case of Actions by or with respect to any Group Company or its businesses or assets, by consenting to such Action by the Company), in each case, if such actions described in clauses (i) through (v) would, individually or in the aggregate, be reasonably expected to materially reduce, impair or eliminate the benefits or advantages that Parent will derive from the transactions contemplated hereby. Without limiting the generality of the provisions foregoing, if a suit or other Action is threatened or instituted by any Governmental Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, Parent and Merger Sub shall use their reasonable best efforts to comply avoid, resist, resolve or, if necessary, defend such suit or action and shall afford the Company a reasonable opportunity to participate therein; provided that Parent shall not be required to take any of the actions described in clauses (i) through (v) of the preceding sentence to avoid, resist, resolve or defend such suit or Action, if such actions would, individually or in the aggregate, be reasonably expected to materially reduce, impair or eliminate the benefits or advantages that Parent will derive from the transactions contemplated hereby. Without limiting the generality of the foregoing, if a suit or other Action is threatened or instituted by any Governmental Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of the transactions contemplated by this Agreement, Parent and Merger Sub shall use their reasonable best efforts to avoid, resist, resolve or, if necessary, defend such suit or action and shall afford the Company a reasonable opportunity to participate therein. Parent and the Company each shall diligently assist and cooperate with the terms Other Party in preparing and conditions of filing any and all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right written communications that are to review in advance, and be submitted to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by this Agreement. In exercising any Group Company in connection with the foregoing righttransactions contemplated hereby, each which assistance and cooperation shall include: (i) timely furnishing to the Other Party all information concerning the Other Party that counsel to the Other Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the Other Party with copies of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication all written communications to or from any Governmental Authority whose clearanceEntity relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, consent or approval is required to consummate further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) keeping the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt Other Party reasonably informed of any communication received or given in connection with any proceeding by the Other Party, in each case regarding the Merger; and (iv) permitting the Other Party to review and incorporate the Other Party’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act, in each case regarding the Merger. Neither Parent nor Merger Sub, on one hand, nor the Company, on the other hand, shall initiate, or agree to participate in any meeting, telephone call or discussion with any Governmental Entity with respect to any filings, applications, investigation, or other inquiry regarding the Merger or filings under the HSR Act without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by such clearanceGovernmental Entity, consent the opportunity to attend and participate in such meeting, telephone call or approval will be materially delayed or conditioneddiscussion.

Regulatory Filings. (a) Without limiting To the generality of extent any filing under the provisions of Section 7.2 and HSR Act is required to be made by any Stockholder, each such Stockholder shall make an appropriate filing pursuant to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts HSR Act with respect to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this or related to the Merger Agreement as promptly as practicable after the date of this Agreement and shall use its reasonable best efforts to comply cooperate in good faith with the terms Corporation to obtain the necessary clearance under the HSR Act. Each such Stockholder shall supply as promptly as practicable to the appropriate Governmental Entity any additional information and conditions of all documentary material that may be reasonably requested pursuant to the HSR Act. Without limiting the foregoing, each such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent Stockholder shall have the right to review in advancenot, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, shall cause his or written materials submitted her controlled affiliates not to, without the prior written consent of the Corporation, extend (or take any third party action with the effect of extending) any waiting period or comparable period under the HSR Act. Prior to making any application to or filing with any Governmental Authority Entity in connection with the transactions contemplated by this or related to the Merger Agreement, each party hereto will provide the other party with any information or documents that the other party may reasonably require to prepare any such filing or application. In exercising the foregoing rightaddition, each Stockholder agrees to (i) use his or her reasonable best efforts to make all applications, submissions, requests and filings necessary in order to obtain any other Governmental Consents (or any other consents or approvals of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearanceEntity), consent or approval is including the Ontario Securities Commission Clearance (as defined in the Merger Agreement), required to consummate be made or obtained by him or her, if any, in connection with the transactions contemplated hereby or by this Agreement which causes such party the Merger Agreement, (ii) to believe that there is a reasonable likelihood that provide all information regarding himself or herself (or any clearanceof their related or affiliated parties) necessary in connection with the applications, consent submissions, requests or approval required filings by the Company, Purchaser or any of their Subsidiaries in order to consummate obtain any other Governmental Consents, including the transactions Ontario Securities Commission Clearance, and (iii) to take all actions reasonably related thereto and reasonably necessary in order to obtain any other Governmental Consent (or such other consents or approvals of any Governmental Entity), including the Ontario Securities Commission Clearance, required to be made or obtained by him or her. Each Stockholder agrees to take such actions within the timeframes contemplated by this Agreement will not be obtained or that Section 5.6 of the receipt of any such clearance, consent or approval will be materially delayed or conditionedMerger Agreement.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company Goldcorp shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective its commercially reasonable best efforts to obtain promptly provide to Barrick such information, documents and other assistance as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, may be requested by Barrick in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply connection with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, noticenotice or other matter referred to in Section 2.2 (“Regulatory Proceedings, petitionFilings and Communications”). Goldcorp shall cooperate in the preparation and submission of all Regulatory Proceedings, filing Filings and documentation made withCommunications relating to the Bid, the Second Step Transaction and the Post-Completion Reorganization if requested by Barrick, including making such filings and participating in such meetings and conference calls, as may be requested by Barrick. The parties shall cooperate in the preparation and submission of all Regulatory Proceedings, Filings and Communications relating to the purchase and sale of the Transferred Assets, including making such filings and participating in such meetings and conference calls, as may be requested by the other party. Goldcorp represents and warrants that none of the information supplied by Goldcorp for inclusion or incorporation by reference in any Regulatory Proceeding, Filing or Communication will, at the time such Regulatory Proceeding, Filing or Communication is submitted, and at the time of any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement in such Regulatory Proceeding, Filing or Communication not misleading in light of the circumstances in which it was made. Barrick will provide Goldcorp with a reasonable opportunity to review and comment on written materials submitted toRegulatory Proceedings, any third party Filings and Communications or, if applicable, portions thereof, relating to or describing the purchase and sale of the Transferred Assets before submission thereof to any Governmental Authority Authority. Each party will promptly notify the other if at any time before the Purchase Termination Date it becomes aware that any Regulatory Proceeding, Filing or Communication contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or that is necessary to make a statement in connection with such Regulatory Proceeding, Filing or Communication not misleading in light of the transactions contemplated by this Agreementcircumstances in which it was made or that an amendment or supplement to any Regulatory Proceeding, Filing or Communication may be required. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving event that Goldcorp receives any communication correspondence or communications from any Governmental Authority whose clearancerelating to a Regulatory Proceeding, consent Filing or approval is required Communication relating to consummate the transactions contemplated by this Agreement which causes Bid, the Second Step Transaction and the Post-Completion Reorganization, Goldcorp will promptly provide a copy of such correspondence or a detailed summary of such communications, as applicable, to Barrick. In the event that either party receives any correspondence or communications from any Governmental Authority relating to the purchase and sale of the Transferred Assets, such party will promptly provide a copy of such correspondence or a detailed summary of such communications, as applicable, to believe that there is the other party. Notwithstanding any other provision of this Section 11.2, information of a reasonable likelihood that competitively-sensitive nature required for or contained in any clearanceRegulatory Proceeding, consent Filing or approval required in order to consummate the transactions contemplated by this Agreement will not Communication may be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedexchanged on a counsel-only basis.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and the Company shall make or submit cause to be made all applicationsfilings and submissions required under the HSR Act within ten (10) Business Days after the date hereof in connection with the consummation of the transactions contemplated herein (which filings and submissions shall seek early termination). In connection with the transactions contemplated herein, noticesParent and the Company shall promptly as practicable comply with any additional requests for information, petitions including requests for production of documents and filingsproduction of witnesses for interviews or depositions by any Governmental Entities. Notwithstanding anything herein to the contrary, file or submit all documentation, Parent and the Company shall cooperate in good faith with any Governmental Entities and shall use their respective reasonable best efforts to obtain as promptly as practicable take, or cause to be taken, and to do, or cause to be done, any and all clearancesaction necessary, permitsproper, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate avoid or eliminate each and every impediment under the HSR Act that may be asserted by any Governmental Entity so as to enable the transactions contemplated by this Agreement to be completed expeditiously and lawfully. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate Parent to offer, agree to, or implement any divestitures, hold separates, or restrictions on the operation of Parent or the Company that would be reasonably likely to result in a material adverse effect as promptly as practicable measured against the Company. Parent and to comply the Company each shall diligently assist and cooperate with the terms other Party in preparing and conditions of filing any and all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right written communications that are to review in advance, and be submitted to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by this Agreement. In exercising any Group Company in connection with the foregoing righttransactions contemplated hereby, each which assistance and cooperation shall include: (i) timely furnishing to the other Party all information concerning the other Party that counsel to the other Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the other Party with copies of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication all written communications to or from any Governmental Authority whose clearanceEntity relating to the HSR Act; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, consent or approval is required to consummate further, that portions of such copies that are competitively sensitive may be designated as "outside antitrust counsel only"; (iii) keeping the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt other Party reasonably informed of any such clearancecommunication received or given in connection with any proceeding by the other Party, consent in each case regarding the Merger; and (iv) permitting the other Party to review and incorporate the other Party's reasonable comments in any communication given by it to any Governmental Entity or approval will be materially delayed or conditionedin connection with any proceeding related to the HSR Act, in each case regarding the Merger.

Regulatory Filings. (a) Without limiting From the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery date of this AgreementAgreement until the Closing, Buyers and Sellers shall cooperate with each of Parent other and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationuse, and use shall cause their respective Affiliates to use, their respective reasonable best efforts to obtain take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including (a) making or causing to be made the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement, as promptly as is reasonably practicable (and in the case of the HSR Act, if applicable, in any event within ten (10) Business Days after the date hereof); (b) cooperating with the other Party and furnishing to the other Party all clearancesinformation in such Party’s possession that is necessary in connection with such other Party’s filings; (c) causing the expiration of the notice or waiting periods under the HSR Act and any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable prior to the Outside Date; (d) promptly informing the other Party of any communication from or to, permitsand any proposed understanding or agreement with, consentsany Governmental Authority in respect of such filings, approvals and authorizations permitting the other Party to review in advance any proposed communication by such Party to any Governmental Authority; (e) consulting and cooperating with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental AuthoritiesAuthorities relating to such filings; (f) complying, as promptly as is reasonably practicable, with any requests received from a Governmental Authority by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials; and (g) resolving any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. Buyers shall be entitled to direct and decide all tactics and strategies regarding all discussions, submissions and communications with any Governmental Authority regarding any of the foregoing; provided, however, that Buyers shall consult with Sellers in advance and shall consider the views of Sellers in good faith with respect thereto. In addition to the foregoing, Buyers shall take, and cause their respective Subsidiaries and Affiliates to take, any and all actions necessary to avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Order or Proceeding that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement, in each case which are necessary or advisable case, to allow the Parties to consummate the transactions contemplated by this Agreement as promptly expeditiously as practicable possible prior to the Outside Date, including, without limiting the foregoing, (i) proposing, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, properties, rights, products, leases, businesses, services or other operations or interests therein of the Company or Buyers or their respective Subsidiaries or Affiliates, (ii) otherwise taking or committing to comply take actions that after the Closing Date would limit Buyers’ freedom of action with respect to, or their ability to retain, one or more of the terms assets, properties, rights, products, leases, businesses, services or other operations of the Company or any Company Subsidiary, Buyers and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advancetheir respective Subsidiaries or Affiliates or any interest or interests therein, and to (iii) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other Law, Order or Proceeding that would adversely affect the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and ability of any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required Party to consummate the transactions contemplated by this Agreement which causes and taking any and all other actions to prevent the entry, enactment or promulgation thereof, it being understood that the Company shall be under no obligation to take any of the actions contemplated by clause (i) with respect to itself or any Company Subsidiary and that the absence of such party obligations on the Company in no way limits the obligations of Buyers thereunder. Neither Sellers nor Sellers’ Representatives shall, under any circumstances, offer to believe that there is a reasonable likelihood that Governmental Authority any clearanceresolution, consent remedy, consent, mitigation, any of the actions identified in clauses (i)-(ii) above, or approval required in order any other action to consummate resolve an objection of any Governmental Authority to the transactions contemplated by hereby. No Party to this Agreement will not be obtained shall agree to participate in any communication or meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such communication or meeting. Except for non-substantive discussions initiated by a Governmental Authority without advance notice, neither Sellers nor Seller’s Representatives shall have discussions with any Governmental Authority outside of the presence of Buyers or Buyers’ Representatives. In the event that a Governmental Authority contacts Sellers or Sellers’ Representatives regarding the transactions contemplated hereby without also contacting Buyers or Buyers’ Representatives and without advance notice to Sellers or Seller’s Representatives, Sellers shall notify Buyers or Buyers’ Representatives promptly upon receipt of any such clearancecommunication, consent and any response thereto shall be subject to the restrictions set forth in this Section 6.7. Each Party recognizes that the foregoing restrictions are material terms of this Agreement. Subject to the Confidentiality Agreement and Section 6.4, the Parties will provide each other with copies of all correspondence, filings or approval communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to the Transactions. Notwithstanding anything to the contrary in this Section 6.7, (A) the Parties may redact from any filings provided to the other Party hereunder, and shall not be required to provide any materials or information hereunder, to the extent such filings, materials or information relate to any references concerning the valuation of the Transactions or any information governed by the attorney-client privilege, work product doctrine or any similar privilege, and (B) each Party may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 6.7 as “Outside Counsel Only,” which materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be materially delayed disclosed by such outside counsel to directors, officers or conditionedemployees of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.

Regulatory Filings. (a) Without limiting the generality Each of the provisions parties hereto shall make or cause to be made, (i) within five (5) Business Days after the date hereof, an appropriate filing of Section 7.2 and a Notification Report Form pursuant to the extent required by applicable LawsHSR Act with respect to the transactions contemplated hereby (and, if available, shall seek “early termination” of the waiting period thereunder) and (ii) as promptly as practicable following after the execution date hereof, such other filings and delivery submissions as are necessary, if any, in other jurisdictions in order to comply with all applicable Laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of this Agreementmonopolization, restraint of trade or harm to competition (collectively with the HSR Act, “Antitrust Laws”) and any other applicable Laws. Subject to the Confidentiality Agreement and applicable Laws, the parties shall coordinate and cooperate with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Each of Parent the Company and Purchaser shall use their respective Commercially Reasonable Efforts to take or cause to be taken all actions and do or cause to be done all things that are necessary, proper or advisable to obtain all consents and approvals required by such filings and submissions; provided, however, that in no event shall Purchaser and Merger Sub, or any of their respective Affiliates, be required to, and, without the prior written consent of Purchaser, the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationnot, and use shall cause its Subsidiaries not to, (i) commit to or effect (A) any hold separate, divesture or license of any portion of the business, products and/or assets, of Purchaser, the Acquired Companies or their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations Affiliates or (B) the entry or termination of all Governmental Authorities, in each case which are necessary any Contracts or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the business relationships or (ii) defend 52 any suit or other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made withAction threatened or instituted by, or written materials submitted toinitiate any suit or other Action against, any third party or any Governmental Authority in connection with or other Person challenging or threatening to challenge the validity or legality of, or seeking to restrain the consummation of, the transactions contemplated by this Agreement. In exercising Purchaser shall be responsible for all filing fees payable under the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each HSR Act or to any other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedAuthority.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 Middlesex and to the extent required by applicable Laws, as promptly as practicable following the execution Strata and delivery of this Agreement, each of Parent and the Company their respective Subsidiaries shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to promptly prepare all documentation, to effect all filings and to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental Authorities, in each case which are including the Bank Regulators, necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Transactions, and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all such Governmental Authorities, provided, that such terms and conditions do not, individually or in the aggregate, prohibit or materially limit the ownership or operation by Strata, or by Middlesex, of all or any material portion of the business or assets of Strata, taken as a whole, or Middlesex, or compel Middlesex to dispose of or hold separate all or any material portion of the business or assets of Strata, taken as a whole, or Middlesex (a “Burdensome Condition”); and any initial filings with Governmental Authorities (other than the Proxy Statement) shall be made by Middlesex as soon as reasonably practicable after the execution hereof. The Company Each of Middlesex and Parent Strata shall have the right a reasonable time to review such filings in advance, and to the extent practicable practicable, each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party and any the exchange of its respective Subsidiariesinformation, that appears in any application, notice, petition, filing and documentation made with, or with respect to all written materials information submitted to, to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals and the Company shall promptly advise each other upon receiving any communication from any authorizations of all third parties and Governmental Authority whose clearance, consent Authorities necessary or approval is required advisable to consummate the transactions contemplated by this Agreement which causes such Transactions, and each party shall keep the other parties apprised of the status of material matters relating to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate completion of the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedTransactions.

Regulatory Filings. As promptly as practicable after the date hereof, (ai) Without limiting the generality Seller shall make, or cause to be made, all filings necessary to obtain all Requisite Seller Regulatory Approvals listed on Section 3.04(c) of the provisions Seller Disclosure Schedule and Purchaser shall make all filings necessary to be made by Purchaser in connection therewith, (ii) Purchaser shall make, or cause to be made, all filings necessary to obtain the Requisite Purchaser Regulatory Approval and Seller shall make all filings necessary to be made by Seller in connection therewith, and (iii) Seller shall provide regulatory notice to DISA of Section 7.2 the transactions contemplated hereby and Purchaser shall make all filings necessary to be made by Purchaser in connection therewith. The parties will promptly notify the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission of the parties’ request for early termination of the waiting period under the HSR Act. The parties will make any further filings or responses to any requests for additional information made by any Person to which any such filing was made that may be necessary, proper, or advisable in connection therewith. In connection with the foregoing, each of Purchaser and Seller (i) will promptly notify the other in writing of any communication received by that party or its representatives from any Person having jurisdiction over such filings, and subject to applicable legal requirements, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (ii) to the extent required by applicable Lawsreasonably practicable, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make will not participate in any substantive meeting or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate discussion with any Person having jurisdiction over such filings concerning the transactions contemplated by this Agreement as promptly as practicable and to comply unless it consults with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review other party in advance, and to the extent practicable each will consult permitted by such Person, gives a representative of the other on, party the opportunity to attend. Nothing in each case subject this Section shall be construed to applicable Laws and Orders, all the documentation and information relating require Purchaser to either party and divest itself of any of its respective Subsidiaries, that appears existing assets or operations or to change in any applicationrespect its present manner and means of doing business in order to procure any regulatory actions or non-actions, noticeorders, petitionwaivers, filing consents, clearances, extensions and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required approvals necessary to consummate the transactions contemplated by this Agreement which causes such party transaction including, without limitation, any approval under the HSR Act. Seller will cause all of its Affiliates who are required to believe that there is make a reasonable likelihood that filing, or are required to provide information for the making of a filing, to obtain any clearanceof the Requisite Seller Regulatory Approvals, consent or approval required to do so in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioneda timely fashion.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to: (a) Without limiting in addition to the generality filings made by Buyer and Seller on November 23, 2011, make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to the Contemplated Transactions and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration of the provisions of Section 7.2 notice or waiting periods under the HSR Act and any other Laws with respect to the extent required Contemplated Transactions as promptly as is reasonably practicable; (d) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by applicable Lawsor on behalf of any Party in connection with all meetings, actions, and proceedings with Governmental Bodies relating to such filings; (f) comply, as promptly as practicable following is reasonably practicable, with any requests received by such Party or any of its Affiliates under the execution HSR Act and delivery any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to the Contemplated Transactions; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging the Contemplated Transactions as violative of any Law. If a Party intends to participate in any meeting with any Governmental Body with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting. Notwithstanding the foregoing or any other provision of this Agreement, each in no event shall Buyer, Seller, or any of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts Affiliates (including the Company) be required to obtain as promptly as practicable all clearancesenter into or offer to enter into any divestiture, permitshold-separate, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made withbusiness limitation, or written materials submitted to, any third party similar agreement or any Governmental Authority undertaking in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedContemplated Transactions.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and the Company and their respective Subsidiaries shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the Transactions and any other transactions contemplated by this Agreement (including the consolidation of any Company branches with Parent Bank branches or the closure of any Company branches, in each case as promptly Parent in its sole discretion shall deem necessary; provided, however, that in no event shall such branch closures or consolidations be deemed a condition to Parent's obligation hereunder to consummate the Merger), the Bank Merger Agreement and the Stock Option Agreement; and any initial filings with Governmental Authorities (other than the Proxy Statement) shall be made by Parent as soon as reasonably practicable after the execution hereof. Each of Parent and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party and any the exchange of its respective Subsidiariesinformation, that appears in any application, notice, petition, filing and documentation made with, or with respect to all written materials information submitted to, to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement and the Stock Option Agreement. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals and the Company shall promptly advise each other upon receiving any communication from any authorizations of all third parties and Governmental Authority whose clearance, consent Authorities necessary or approval is required advisable to consummate the transactions contemplated by this Agreement, the Bank Merger Agreement which causes such and the Stock Option Agreement and each party shall keep the other parties apprised of the status of material matters relating to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate completion of the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedhereby.

Regulatory Filings. (a) Without limiting the generality of the foregoing provisions of Section 7.2 and to the extent required by applicable Laws7.1, as promptly soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent Buyer and Seller shall file with the FTC a Notification and Report Form relating to this Agreement and the Company shall make or submit all applicationsother Transaction Agreement and the transactions contemplated hereby (including the Transactions) and thereby as required by the HSR Act, notices, petitions and as well as comparable pre-merger notification filings, file forms and submissions with any foreign Governmental Authority that are required by the Antitrust Laws of any applicable foreign jurisdiction or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authoritiesbe deemed desirable by Buyer, in each case which are as Buyer may deem necessary and/or appropriate. Each of Buyer and Seller shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, (iii) supply any additional information that reasonably may be required or advisable requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Buyer reasonably deems necessary and/or appropriate, and (iv) share equally all fees and filing expenses incurred in connection with filings made in connection with this Section 7.2(a). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to consummate the transactions contemplated by this Agreement (including the Transactions) or any of the other Transaction Agreements, then such party shall use commercially reasonable efforts to make, or cause to be made, as promptly soon as reasonably practicable and to comply after consultation with the terms other party, an appropriate response in compliance with such request. Buyer shall be entitled, after consultation with Seller and conditions consideration in good faith of the views of Seller, to make all such clearances, permitsstrategic and tactical decisions as to the manner in which to obtain from any Governmental Authority any actions or non-actions, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right approvals, authorizations, clearances or orders required to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and be obtained by Buyer or Seller or any of its their respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority subsidiaries in connection with the transactions contemplated consummation of the Transactions, including but not limited to, the timing and content of substantive submissions made to any Governmental Authority, the timing and content of responses to any query from a Governmental Authority whether written or verbal, to the extent permitted by this Agreementlaw, the timing of compliance with any request by any Governmental Authority, and any and all material decisions related to any litigation with any Governmental Authority. In exercising the foregoing rightTo that end, each of the parties hereto shall act reasonably Buyer and as promptly as practicable. Parent and the Company Seller shall promptly advise each inform the other upon receiving of any communication from any Governmental Authority whose clearance, consent or approval is required to consummate regarding any of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that (including the Transactions) or any clearance, consent or approval required in order to consummate of the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedother Transaction Agreements.

Regulatory Filings. Biomet, Merger Sub and Parent shall (a) Without limiting make any filings required by any of Biomet, Merger Sub, Parent or their respective Affiliates under the generality HSR Act and other antitrust or foreign competition Laws applicable to the transactions contemplated hereby either prior to the date of this Agreement or within three (3) Business Days following the provisions date hereof, (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 Biomet, Merger Sub or Parent from the FTC, or any other Governmental Authority in respect of Section 7.2 such filings or such transactions, and (c) cooperate with the Company in connection with any such filing (including, to the extent required permitted by applicable LawsLaw, as promptly as practicable following providing copies of all such documents to the execution non-filing Parties or their outside counsel prior to filing; provided, however, that if any such documents relate to another potential transaction the filing Parties may elect to redact those portions) and delivery in connection with resolving any investigation or other inquiry of this Agreementany of the FTC or other Governmental Authority under any antitrust Laws with respect to any such filing or any such transaction. Each of Biomet, each of Merger Sub and Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts Reasonable Efforts (i) to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and furnish to the extent practicable each will consult the Company all information required for any application or other on, in each case subject filing to be made pursuant to any applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Law in connection with the transactions contemplated by this Agreement. In exercising Agreement and (ii) to promptly obtain any clearance required under the foregoing right, each HSR Act and any other antitrust or foreign competition Laws for the consummation of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes and shall promptly inform Company of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such party to believe filings; provided, that there is a reasonable likelihood that any clearance, consent or approval required notwithstanding anything in order to consummate the transactions contemplated by this Agreement will not to the contrary, neither Biomet nor Parent nor Merger Sub nor any of their Affiliates shall be obtained required to bring any proceeding against any Person or that the receipt accept, as a condition to obtaining any required approval or resolving any objection of any such clearanceGovernmental Authority, consent any requirement to divest or approval will be materially delayed hold separate or conditionedin trust (or the imposition of any other material condition or restriction with respect to) any of the respective businesses or assets of Biomet, Parent, Merger Sub or any of their Affiliates (including, following the Closing, the Surviving Corporation and its Subsidiaries).

Regulatory Filings. (a) Without limiting The Company and Parent shall 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 in doing, all things necessary, proper or advisable under applicable antitrust, competition, investment or similar Laws to consummate and make effective the generality Transactions, which actions include (i) using reasonable best efforts to obtain as promptly as practicable each consent, permit and Order of any Governmental Authority that may be, or become, necessary for the consummation of the provisions of Section 7.2 Transactions (collectively, “Governmental Approvals”), (ii) cooperating in determining which filings are required or advisable to obtain the Governmental Approval of, or any exemption by, any Governmental Authority, (iii) furnishing all information and to the extent documents required by or advisable under applicable LawsLaw in connection with Governmental Approvals of, or filings with any Governmental Authority as promptly as practicable, (iv) filing, or causing to be filed, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and applicable notifications with the Company shall make or submit all applicationsnecessary Governmental Authorities, notices, petitions and filings, file or submit all documentation, and use their respective (v) using reasonable best efforts to obtain as promptly as practicable all requisite clearances, permitsapprovals, consentsor expiration of any waiting period under the HSR Act and any other applicable antitrust, approvals competition, investment or similar Laws of the jurisdictions set forth in Schedule 6.04(a), and authorizations of all Governmental Authorities(vi) defending any actions, in each case which are necessary whether judicial or advisable to consummate the transactions contemplated by administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any Order entered by any court or other Governmental Authority vacated or reversed. In furtherance and not in limitation of the foregoing, each party agrees that it will use its reasonable best efforts to file or cause to be made (A) as promptly as practicable, but in any event no later than ten (10) Business Days following the date of this Agreement, any required notification and report forms under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) and (B) as promptly as practicable and to comply advisable (with each party considering in good faith any views or input provided by the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and other party with respect to the extent practicable each will consult the timing thereof) any filing with or notification to any other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any competent Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedAuthorities set forth on Schedule 6.04.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly As soon as practicable following the execution and delivery date of this Agreement, each of Parent but in no event later than February 29, 2012, (a) the Purchaser shall prepare and file with the Federal Reserve and the ODFI a notice pursuant to the Change in Bank Control Act of 1978, as amended (the “CBCA”) and Ohio Rev.Code § 1115.06, respectively, including entering into and submitting such appropriate passivity and anti-association commitments as the Federal Reserve may require to obtain confirmation from the Federal Reserve and the ODFI to the effect that the purchase of the Common Stock will not result in the Purchaser being deemed in control of the Company for purposes of the Bank Holding Company Act of 1956, as amended, and (b) Company shall make or submit all applicationsrequest approval from the Federal Reserve, noticesFDIC and the ODFI of the Business Plan referenced in Section 6.01(d). Each Party shall cooperate in the preparation and, petitions and filingswhere appropriate, file or submit all documentation, and use filing of their respective reasonable best efforts to obtain as promptly as practicable notices or applications with all clearancesRegulatory Authorities having jurisdiction over the transactions contemplated by the Transaction Documents, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are seeking the requisite Consents necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental AuthoritiesTransaction Documents. The Company and Parent or the Purchaser, as applicable, shall have permit the right other Party to review in advancethose portions of such notices or applications containing information pertaining to such Party for a reasonable time prior to filing the same. To the extent available, the Parties shall request expedited treatment of such applications, and shall use each of their commercially reasonable efforts to pursue approval of the extent practicable notices or applications. Neither Party’s obligations under this Section 4.05 shall be construed as including an obligation to accept any terms of or conditions to a Consent, authorization, order, or approval of, or any exemption by, any Regulatory Authority or other Party that are not acceptable to that respective Party, in its sole reasonable discretion, or to change the business practices of that respective Party in a manner not acceptable to that respective Party, in its sole reasonable discretion. In advance of filing any notices or applications for such regulatory approvals, each will consult Party shall provide the other on, in each case subject to applicable Laws Party and Orders, all its counsel with a copy of such applications (including the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions Revised Business Plan contemplated by this Agreement. In exercising Section 6.01(d) hereof), and provide the foregoing rightother Party a reasonable opportunity to comment thereon with respect to any portion thereof containing information pertaining to such Party, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company thereafter shall promptly advise each the other upon receiving Party and its counsel of any material communication received by the filing Party or its counsel from any Governmental Authority whose clearance, consent Regulatory Authorities with respect to such notices or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedapplications.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 and parties hereto will furnish to the extent other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions to any governmental agency. Purchaser and Seller each agree to file any Notification and Report Forms and related material that may be required by applicable Laws, as promptly as practicable following to be filed with the execution and delivery of this Agreement, each of Parent Federal Trade Commission (the “FTC”) and the Company shall make or submit all applications, notices, petitions Antitrust Division of the United States Department of Justice (the “DOJ”) under the HSR Act and filings, file or submit all documentation, and will use their respective commercially reasonable best efforts to obtain as promptly as practicable all clearancesan early termination of the applicable waiting periods, permitsand will make any further filings pursuant thereto that may be necessary, consentsproper, approvals or advisable. Purchaser and authorizations Seller will use their commercially reasonable efforts to obtain approval of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable under such laws, rules and regulations. In particular, each of Purchaser and Seller shall use its commercially reasonable efforts to comply with avoid the terms entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain or delay the Closing and conditions these commercially reasonable efforts shall include defending through litigation a motion for preliminary injunction asserted in any court by any third party. Notwithstanding the foregoing or any contrary provision of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other onthis Agreement, in each case subject the event the FTC and/or the DOJ demands, requests or requires any actions (including divesting, licensing or holding separate any asset) or agreements on the part of Purchaser and/or its Affiliates as a condition of such agency or agencies not objecting to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each Purchaser and/or such Affiliates of the parties hereto Purchaser shall act reasonably have sole and as promptly as practicable. Parent and the Company absolute discretion to elect to comply with or satisfy any such conditions or requirements or elect not to do so, in which event Purchaser and/or Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required be permitted to consummate the transactions contemplated by Table Of Contents terminate this Agreement which causes such party to believe that there is without any further obligation hereunder or otherwise other than defending through litigation a reasonable likelihood that motion for preliminary injunction asserted in any clearance, consent or approval required in order to consummate the transactions contemplated court by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedthird party.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 5.7 and to the extent required by applicable LawsLaws and Orders, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third parties and Governmental AuthoritiesEntities, in each case which that are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all such third parties and Governmental AuthoritiesEntities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and OrdersLaws, all the documentation and information relating to either the other party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority Entity whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned.

Regulatory Filings. As soon as may be reasonably practicable, Company and Parent each shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Company and Parent each shall promptly (a) Without limiting supply the generality other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the provisions of Section 7.2 and parties may reasonably deem appropriate, to the extent required that applicable laws provide. Except where prohibited by applicable LawsLegal Requirements, as and subject to the Confidentiality Agreement, each of Company and Parent shall consult with the other party prior to taking a position with respect to any such filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby (including under any antitrust or fair trade Legal Requirement), coordinate with the other in preparing and exchanging such information and promptly as practicable following provide the execution other (and delivery its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity in connection with this AgreementAgreement or the transactions contemplated hereby, provided that with respect to any such filing, presentation or submission, each of Parent and Company need not supply the Company shall make other (or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authoritiesits counsel) with copies (or, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearancesoral presentations, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and a summary) to the extent practicable each will consult the other onthat any law, in each case subject treaty, rule or regulation of any Governmental Entity applicable to applicable Laws and Orders, all the documentation and information relating to either such party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third requires such party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent its subsidiaries to restrict or approval is required prohibit access to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent properties or approval will be materially delayed or conditionedinformation.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 The Parties shall cooperate with each other and use their reasonable best efforts to the extent required by applicable Lawspromptly prepare and file all necessary documentation, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit to effect all applications, notices, petitions and filingsfilings (and in the case of the applications, file or submit all documentationnotices, petitions and filings in respect of the Requisite Regulatory Approvals, use their respective reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement (with the exception of the Registration Statement which is addressed in Section 6.3 below)), to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all third Parties and Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable (including the Mergers), and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all such Governmental Authorities. The Company CVCY and Parent CWBC shall have the right to review in advance, and and, to the extent practicable practicable, each will consult the other on, in each case subject to applicable Laws and OrdersLaw, all the documentation and information relating to either party CVCY or CWBC, as the case may be, and any of its their respective Subsidiaries, that which appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise The Parties agree that they will consult with each other upon receiving any communication from any with respect to the obtaining of all permits, consents, approvals and authorizations of all third Parties and Governmental Authority whose clearance, consent Authorities necessary or approval is required advisable to consummate the transactions contemplated by this Agreement which causes such party and each Party will keep the other apprised of the status of matters relating to believe that there is a reasonable likelihood that completion of the transactions contemplated herein, and each Party shall consult with the other in advance of any clearance, consent meeting or approval required conference with any Governmental Authority in order to consummate connection with the transactions contemplated by this Agreement will not be obtained or that and, to the receipt of any extent permitted by such clearanceGovernmental Authority, consent or approval will be materially delayed or conditioned.give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, the term “

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 and to the extent required by applicable LawsParent, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company and Bank Subsidiary shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to prepare, submit, file, update and publish (as applicable) all applications, notifications, reports or other documentation to obtain as promptly as practicable all clearances, permits, consents, approvals approvals, waivers and authorizations of all third parties and Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the Transaction; and, in any event, Parent shall file any application, notice, report or document with Governmental Authorities that are necessary to obtain Regulatory Approval or otherwise required in connection with the transactions contemplated by hereby within forty-five (45) days of the date of this Agreement as promptly as practicable Agreement. Each of Parent and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party and any the exchange of its respective Subsidiariesinformation, that appears in any application, notice, petition, filing and documentation made with, or written materials with respect to all information submitted to, to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementTransaction, provided that Parent shall not be required to provide the Company with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with and keep fully informed the Company other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transaction, and each party shall promptly advise each keep the other upon receiving any communication parties fully informed of the status of developments relating to completion of the Transaction. Each party hereto further agrees to provide the other parties with a copy of all correspondence to or from any Governmental Authority whose clearancein connection with the Transaction, consent provided that Parent shall not be required to provide the Company with confidential portions of any filing with a Governmental Authority. Each party agrees that it will use reasonable best efforts to give the other party reasonable advance notice of, and whenever appropriate, invite the other party (and give due consideration in good faith to any reasonable request of the other party) to participate in, any meetings or approval discussions held with any Governmental Authority concerning the transactions contemplated hereby; provided that such participation is required not objected to by such Governmental Authority. The parties further covenant and agree not to extend any waiting period associated with any Regulatory Approval or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement which causes such Agreement, except with the prior written consent of the other party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedhereto.

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 Purchaser Parent, Purchaser Bank and to the extent required by applicable Laws, as promptly as practicable following the execution Seller and delivery of this Agreement, each of Parent and the Company their respective Subsidiaries shall make or submit all applications, notices, petitions and filings, file or submit all documentation, cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are Authorities necessary or advisable to consummate the transactions contemplated by Transaction; and Purchaser Parent shall use its reasonable best efforts to make any initial application filings with Governmental Authorities within thirty (30) calendar days of the date of this Agreement as promptly as practicable Agreement. Each of Purchaser Parent and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent Seller shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other onother, in each case subject to applicable Laws and Orders, all the documentation and information laws relating to either party the exchange of information, with respect to all applications, notices and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or other written materials information submitted to, any third party or to any Governmental Authority in connection with the transactions contemplated by this AgreementTransaction, provided that Purchaser Parent shall not be required to provide Seller with confidential portions of any filing with a Governmental Authority. In exercising the foregoing right, each of the such parties hereto shall agrees to act reasonably and as promptly as practicable. Parent Each party hereto agrees that it shall consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all Governmental Authorities necessary or advisable to consummate the Company Transaction, and each party shall promptly advise each keep the other upon receiving party apprised of the status of material matters relating to completion of the Transaction. Each party hereto further agrees to the extent permitted by applicable law, regulation or policies imposed by any communication Governmental Authority, to provide the other party with a copy of all correspondence to or from any Governmental Authority whose clearancein connection with the Transaction and descriptions of any material or significant oral communications with any Governmental Authority in connection with the Transaction, consent or approval is provided that Purchaser Parent shall not be required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt provide Seller with confidential portions of any such clearance, consent filing or approval will be materially delayed or conditionedother communication with a Governmental Authority.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the The Company shall make or submit cause to be made as promptly as reasonably practicable all applicationsfilings and submissions, noticesif any, petitions required of the Company under all Antitrust Laws or other Laws applicable to the Company for the consummation of the transactions contemplated herein, including those set forth on the Antitrust Conditions Schedule. The Company shall coordinate and filingscooperate with the Purchaser in exchanging such information and providing such assistance as the Purchaser may reasonably request in connection with all of the foregoing. The Company shall promptly comply with any additional requests for information, file including requests for production of documents and production of witnesses for interviews or submit all documentation, and use their respective depositions by any Governmental Entities. The Company shall exercise its reasonable best efforts to (i) obtain prior to the Outside Date such actions, nonactions, waivers, approvals, consents and clearances as promptly as practicable all clearancesmay be necessary, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary proper or advisable under any Antitrust Laws and any other Laws applicable to consummate the Company for the consummation of the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceherein, and to (ii) prevent the extent practicable each will consult the entry of any order or other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears Law in any applicationsuit, noticeclaim, petitionaction, filing and documentation made with, investigation or written materials submitted to, any third party or proceeding brought by any Governmental Authority in connection with Entity that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. In exercising the foregoing rightaddition, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall (1) give the Purchaser prompt notice of the commencement or written threat of commencement of any suit, claim, action, investigation or proceeding by or before any Governmental Entity with respect to the transactions contemplated herein, (2) keep the Purchaser informed as to the status of any such suit, claim, action, investigation, proceeding or threat, and (3) promptly advise each other upon receiving inform the Purchaser of any material communication to or from any Governmental Authority whose clearanceEntity regarding the transactions contemplated herein. Except as may be prohibited by any Governmental Entity, consent the Company will consult and cooperate with the Purchaser, and will obtain the Purchaser’s prior consent, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or approval proposal made or submitted to a Governmental Entity in connection with any suit, claim, action, investigation or proceeding under or relating to any Antitrust Law or other Law applicable to the Company for the consummation of the transactions contemplated herein. Except as may be prohibited by any Governmental Entity, the Company will permit authorized representatives of the Purchaser to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding. The Company shall assist and cooperate with the Purchaser at the Purchaser’s reasonable request in the Purchaser’s preparing and filing of all documents required to be submitted by the Purchaser or its Affiliates to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any Governmental Entity or Third Party consents, waivers, authorizations or approvals which may be required to be obtained by the Purchaser or its Affiliates in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Purchaser all information concerning the Company and/or its Affiliates that counsel to the Purchaser reasonably determines is required to consummate be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval), but subject to the exceptions set forth in the proviso of Section 7.02. The Purchaser shall be responsible for one hundred percent (100%) of all fees, expenses or other payments in order to obtain any consents or approvals or to give notices in connection with the transactions contemplated by this Agreement which causes such party hereby, including any filing fees under the HSR Act, other Antitrust Laws and all other Laws or regulations applicable to believe that there is a reasonable likelihood that any clearance, consent the Purchaser or approval required in order to consummate the Company for the consummation of the transactions contemplated by this Agreement will herein, except as otherwise provided in Section 7.16. The Company shall not, without the written consent of the Purchaser, which shall not be obtained or that the receipt of any such clearanceunreasonably conditioned, consent or approval will be materially delayed or withheld, “pull‑and‑refile” pursuant to 16 C.F.R. 803.12 any filing made under the HSR Act, or take any similar action with respect to any filing made with any Governmental Entity under any Antitrust Law or other Law applicable to the Company for the consummation of the transactions contemplated herein, without prior written approval from the Purchaser, which shall not be unreasonably conditioned, delayed or withheld.

Regulatory Filings. The Parties shall (ai) promptly (and in any event within seven (7) Business Days) after the date hereof, make or cause to be made all filings and submissions under the HSR Act in connection with the consummation of the transactions contemplated herein and (ii) promptly (and in any event within twenty (20) Business Days) after the date hereof, in cooperation in good faith with each other, make or cause to be made all filings and submissions with the relevant insurance regulators in connection with the consummation of the transactions contemplated herein in accordance with and as set forth in Schedule 5.03(b) of the Company Disclosure Schedules. In connection with the consummation of the transactions contemplated herein, the Parties shall promptly comply with any additional reasonable requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. Notwithstanding anything herein to the contrary, the Parties shall cooperate in good faith with each other and with any Governmental Entities and undertake promptly any and all action reasonably required to complete the transactions contemplated by this Agreement expeditiously and lawfully, 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 case, to enter into agreements or stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing and in the case of Actions by or with respect to any Group Company or its businesses or assets, by consenting to such Action by the Company and provided, that any such Action or any of the foregoing may, at the discretion of the Company, be conditioned upon consummation of the Merger). Without limiting the generality of the provisions foregoing, if a suit or other Action is threatened or instituted by any Governmental Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, the Parent and the Merger Sub shall use their commercially reasonable efforts to comply with avoid, resist, resolve or, if necessary, defend such suit or action and shall afford the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental AuthoritiesCompany a reasonable opportunity to participate therein. The Company Parties shall diligently assist and Parent shall have the right cooperate with each other in preparing and filing any and all written communications that are to review in advance, and be submitted to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by this Agreementany Party or Group Company in connection with the transactions contemplated hereby, which assistance and cooperation shall include: (i) timely furnishing by a Party to the other Parties all information that counsel to the furnishing Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval, (ii) promptly providing the other Parties with copies of all written communications to or from any Governmental Entity, provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law and, provided further, that portions of such copies that are competitively sensitive may be designated as “outside counsel only,” (iii) keeping the other Parties reasonably informed of any communication received or given in connection with any proceeding by a Party, in each case regarding the Merger, and (iv) permitting the other Parties to review and incorporate a Party’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act, insurance regulatory Laws or other applicable Laws, in each case regarding the Merger. In exercising Neither the foregoing rightParent nor the Merger Sub, each on one hand, nor the Company, on the other hand, shall initiate, or participate in any meeting or discussion with any Governmental Entity with respect to any filings, applications, investigation, or other inquiry regarding the Merger or filings under the HSR Act, insurance regulatory Laws or other applicable Laws without giving the other Party reasonable prior notice of the parties hereto meeting or discussion and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in such meeting or discussion. Parent shall act reasonably be solely responsible for all filing fees charged by Governmental Entities under the HSR Act and as promptly as practicableunder any other Antitrust Laws. The Parent and the Company shall promptly advise each be responsible for fifty percent (50%) of all filing fees charged by Governmental Entities under any Laws, including insurance regulatory Laws (other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate than the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedHSR Act and other Antitrust Laws).

Regulatory Filings. (a) Without limiting the generality Each of the provisions of Section 7.2 Company and to the extent required by applicable Laws, Buyer shall as promptly as practicable reasonably practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, each of Parent (i) file or cause to be filed with the FTC and the DOJ the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) make such other filings as are necessary in other jurisdictions in order to comply with all applicable Laws relating to competition and shall promptly provide any supplemental information requested by applicable Governmental Authorities relating thereto. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act and such other applicable Law relating to competition. Each of the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationBuyer shall, and use their shall cause its respective Affiliates to, furnish to the other such necessary information and reasonable best efforts assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and such other applicable Law relating to obtain competition and in connection with resolving any investigation or other inquiry by the FTC, the DOJ or any other applicable Governmental Authority under the HSR Act or any other Law relating to competition with respect to the transactions contemplated hereby. Each of the Company and Buyer shall, and shall cause its respective Affiliates to, keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority and shall, and shall cause its respective Affiliates to, comply as promptly as reasonably practicable all clearanceswith any such inquiry or request and shall, permitsand shall cause its respective Affiliates to, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement provide as promptly as reasonably practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and any supplemental information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority requested in connection with the transactions contemplated by this Agreementfilings made hereunder pursuant to the HSR Act and such other applicable Law relating to competition. In exercising Any such supplemental information shall be in substantial compliance with the foregoing right, each requirements of the parties hereto shall act reasonably HSR Act and as promptly as practicablesuch other applicable Law relating to competition. Parent and Neither the Company nor Buyer (nor any of their respective Affiliates) shall promptly advise each participate in any meeting with the FTC, the DOJ or any other upon receiving any communication from any applicable Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt respect of any filings, investigations or other inquiries without giving the other party reasonable notice prior to the meeting and, to the extent permitted by such clearanceGovernmental Authority, consent giving the other party the opportunity to attend and participate at such meeting. Each of the Company and Buyer will consult and cooperate with the other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or approval will be materially delayed submitted by or conditionedon behalf of itself or any of its Affiliates in connection with all meetings, actions and proceedings under or relating to the HSR Act or other applicable Laws relating to competition (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith).

Regulatory Filings. Each of Parent, Purchaser and the Company shall coordinate and cooperate with one another and shall each use commercially reasonable efforts to (ai) Without limiting comply with, take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under, and shall each refrain from taking any action that would impede compliance with, all Legal Requirements, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, clearances approvals, authorizations or orders required to be obtained or made by Parent or the generality Company or any of their respective Subsidiaries, or avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the provisions of Section 7.2 and to HSR Act), in connection with the extent required by applicable Lawsauthorization, as promptly as practicable following the execution and delivery of this Agreement, each of Parent Agreement and the Company shall consummation of the transactions contemplated hereby (including the Offer and the consummation of the Merger), (iii) make or submit all applicationscause to be made the applications or filings required to be made by Parent or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, noticesthe Securities Act, petitions the Exchange Act, or any applicable state or securities or "blue sky" laws or the securities laws of any foreign country, and any other applicable laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the consummation of the Merger), and pay any fees due of it in connection with such applications or filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as is reasonably practicable, (iv) comply at the earliest practicable all clearancesdate with any request under or with respect to the HSR Act and any such other applicable laws for additional information, permits, consents, approvals and authorizations documents or other materials received by Parent or the Company or any of all their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authorities, Entity in each case which are necessary connection with such applications or advisable to consummate filings or the transactions contemplated by this Agreement as promptly as practicable (including the Offer and to comply with the terms and conditions consummation of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advanceMerger), and (v) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) any filing under or with respect to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party HSR Act or any such other applicable laws and (B) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Authority in connection with the transactions contemplated by this AgreementEntity. In exercising the foregoing right, each Each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from will cause all documents that it is responsible for filing with any Governmental Authority whose clearance, consent or approval is required Entity under this Section 6.7(a) to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required comply in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedall material respects with all applicable Legal Requirements.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 6.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioned.

Regulatory Filings. Parent shall, within ten Business Days after the date hereof, (ai) make or cause to be made all filings and submissions under the HSR Act in connection with the consummation of the transactions contemplated herein and (ii) provide or cause to be provided the notices set forth on the attached Parent Notices Schedule. In connection with the consummation of the transactions contemplated herein, Parent shall promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities. In addition, Parent shall cooperate in good faith with any Governmental Entities and undertake promptly any and all action required (including divestitures of its assets) to complete the transactions contemplated by this Agreement expeditiously and lawfully. Without limiting the generality of the provisions foregoing, if a suit or other action is threatened or instituted by any Governmental Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable Agreement, Parent, Bank and Merger Sub shall use their commercially reasonable efforts to comply with avoid, resist, resolve or, if necessary, defend such suit or action. In addition to the terms foregoing, Parent, Bank and conditions of all such clearances, permits, Merger Sub shall use its commercially reasonable efforts to obtain any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by Parent, Bank or Merger Sub and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority are set forth on Schedule 3.01(e) hereto in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably hereby and to consummate such transactions as promptly as practicable. Parent Parent, Bank and Merger Sub shall diligently assist and cooperate with the Company shall promptly advise each other upon receiving any communication from in preparing and filing all documents required to be submitted by the Company or its Affiliates to any Governmental Authority whose clearanceEntities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, consent waivers, authorizations or approval approvals which may be required to be obtained by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company all information concerning Parent and/or its Affiliates that counsel to the Company reasonably determines is required to consummate be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval). Parent shall be responsible for all filing fees under the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of HSR Act and under any such clearanceother Laws applicable to Parent, consent or approval will be materially delayed or conditionedBank and Merger Sub. Parent shall request and shall use its commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act.

Regulatory Filings. (a) Without limiting The Company shall, within ten Business Days after the generality date hereof, make or cause to be made all filings and submissions under the HSR Act in connection with the consummation of the provisions transactions contemplated herein. The Company also shall provide or cause to be provided the notices, make or cause to be made the filings and obtain the authorizations, waivers, consents or approvals, set forth on the attached Company Regulatory Schedule. The Company shall coordinate and cooperate with Parent in exchanging such information and providing such assistance as Parent may reasonably request in connection with all of Section 7.2 the foregoing and all filings and submissions under the HSR Act or with respect to any other required regulatory approvals, notices, non-objections or other requirements. In connection with the extent required by applicable Lawsconsummation of the transactions contemplated herein, as promptly as practicable following the execution and delivery of this Agreement, each of Parent and the Company shall make promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or submit all applications, notices, petitions and filings, file or submit all documentation, and depositions by any Governmental Entities. The Company shall use their respective its commercially reasonable best efforts to obtain as promptly as practicable all clearances, permits, any governmental or third party consents, waivers, authorizations or approvals and authorizations of all Governmental Authorities, in each case set forth on Schedule 3.01(e) which are necessary or advisable may be required to consummate be obtained by the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably hereby and to consummate such transactions as promptly as practicable. The Company shall diligently assist and cooperate with Parent in preparing and filing all documents required to be submitted by Parent or its Affiliates to any Governmental Entities in connection with the transactions contemplated hereby and in obtaining any governmental or third party consents, waivers, authorizations or approvals which may be required to be obtained by Parent or any of its Affiliates in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to Parent all information concerning the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval and/or its Affiliates that counsel to Parent reasonably determines is required to consummate be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval, in each case, only to the transactions contemplated by this Agreement which causes extent the Company possesses such party information). The Company shall request and shall use its commercially reasonable efforts to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate obtain early termination of the transactions contemplated by this Agreement will not be obtained or that waiting period under the receipt of any such clearance, consent or approval will be materially delayed or conditionedHSR Act.

Regulatory Filings. (a) Without limiting The Company and the generality Purchasers acknowledge that one or more filings, notifications, expirations of the provisions of Section 7.2 and to the extent required by waiting periods, waivers and/or approvals under applicable Laws, as including Competition Laws may be necessary in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchasers will promptly as practicable notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is required in connection with any such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, the Purchasers expressly acknowledge and agree that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchasers from time to time following the execution and delivery of this AgreementClosing, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and will use their respective reasonable best efforts to obtain as (i) promptly as practicable all clearancesprovide the Purchasers with any information that is reasonably necessary to determine whether any filings, permitsapprovals, consents, approvals and authorizations of all Governmental Authorities, waivers or notifications under any Laws (including Laws in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply connection with the terms and conditions of all such clearancesregulatory status of, permitsor any permits or licenses held by, consents, approvals and authorizations of all Governmental Authorities. The the Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and or any of its respective Subsidiaries), that appears including Competition Laws, are required; (ii) to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any application, notice, petition, filing and documentation made withsuch applicable Laws (including applicable Laws in connection with the regulatory status of, or written materials submitted toany permits or licenses held by, the Company or any third party of its Subsidiaries), including Competition Laws, in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; (iii) promptly provide all information requested by any Governmental Authority in connection with the transactions contemplated by this Agreementany filing or notification under any Competition Law; and (iv) promptly take all actions necessary to obtain any expiration of applicable waiting period, waiver and/or approval under any Laws, including Competition Laws. In exercising For the foregoing rightavoidance of doubt, each from and after the Closing, the Purchasers may request the cooperation of the parties hereto Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full, or part, of the Warrants held by the Purchasers. The Purchasers shall act reasonably and as promptly as practicable. Parent and be responsible for the Company shall promptly advise each other upon receiving payment of all filing fees associated with any communication from any Governmental Authority whose clearance, consent applications or approval is required to consummate the transactions contemplated by this Agreement which causes filings under such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedLaws.

Regulatory Filings. (a) Without limiting the generality of the provisions of Section 7.2 and to the extent required by applicable Laws, as promptly as practicable following the execution and delivery of this Agreement, each Each of Parent and Merger Subsidiary, on the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentationone hand, and use their respective reasonable best efforts to the Company, on the other hand, shall obtain as promptly as practicable all clearances, permits, consents, requisite approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate for the transactions contemplated by this Agreement as promptly as practicable under the HSR Act, use reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and to comply in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the terms other party reasonably informed, including by providing the other party with a copy, of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and conditions of all such clearancesany communication received or given in connection with any proceeding by a private party, permits, consents, approvals in each case regarding any of the transactions contemplated hereby; and authorizations of all Governmental Authorities. The Company and Parent shall have (iii) permit the right other party to review in advanceadvance any communication planned to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other U.S. or foreign Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent practicable each will consult permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other onparty or its Representatives the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, in the Company and Parent may, as each case subject deems advisable and necessary, reasonably designate any competitively sensitive material provided to applicable Laws the other under this Section 8.02(a) as “Antitrust Counsel Only Material.” Such materials and Ordersthe information contained therein shall be given only to the outside counsel regarding antitrust Applicable Law of the recipient and will not be disclosed by outside counsel to employees, all officers, directors or consultants of the documentation and information relating to either party and recipient or any of its affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent as the case may be) or its legal counsel. Each of the Company and Parent shall cause their respective Subsidiariesoutside counsel regarding antitrust Applicable Law to comply with this Section 8.02(a). Notwithstanding anything to the contrary in this Section 8.02(a), that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third provided to the other party or any Governmental Authority in connection with its counsel may be redacted to remove references concerning the transactions contemplated by this Agreement. In exercising the foregoing right, each valuation of the parties hereto shall act reasonably Company and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedprivileged communications.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to, use its Reasonable Efforts to obtain the Regulatory Approvals, and the Parties agree to cooperate fully with each other and with all Governmental Authorities to obtain the Regulatory Approvals at the earliest practicable date, and shall: (ai) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates (and, in the provisions case of Section 7.2 Seller and any of its respective Affiliates) under any Laws with respect to the transactions contemplated by this Agreement and to the extent required by applicable Lawspay any fees due of it in connection with such filings, as promptly as practicable following is reasonably practicable, and in any event within 10 Business Days after the execution date hereof, (ii) cooperate with the other Party and delivery furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings, (iii) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (iv) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (v) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under any other Laws for additional information, documents or other materials, (vi) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, each of Parent and the Company shall make (vii) use Reasonable Efforts to contest and resist any action or submit all applications, notices, petitions and filings, file proceeding instituted (or submit all documentation, and use their respective reasonable best efforts threatened in writing to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all be instituted) by any Governmental Authorities, in each case which are necessary or advisable to consummate Authority challenging the transactions contemplated by this Agreement as promptly as practicable and in violation of any Law. If a Party intends to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears participate in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of such meeting. The Buyer shall be responsible for any filing fees made in connection with the transactions actions contemplated by this AgreementSection 6.4. In exercising the foregoing right, each The provisions set forth in Section 6.5 of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearance, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party shall govern to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt extent of any such clearance, consent or approval will be materially delayed or conditionedconflict with this Section 6.4.

Regulatory Filings. From the date of this Agreement until the Closing, each of Buyer and Seller shall, and shall cause their respective Affiliates to: (ai) Without limiting make or cause to be made the generality filings required of such party or any of its Affiliates under any Laws with respect to the provisions transactions contemplated by this Agreement and, subject to Section 10.4, to pay any fees and expenses due of Section 7.2 it in connection with such filings and to the extent required take any action necessitated by applicable Lawssuch filings, as promptly as practicable following is reasonably practicable, (ii) cooperate with the execution other Party and delivery of this Agreement, each of Parent and the Company shall make or submit furnish all applications, notices, petitions and information in such Party’s possession that is necessary in connection with such other Party’s filings, file (iii) use Reasonable Efforts to cause the expiration of the notice or submit all documentation, waiting periods under the HSR Act and use their respective reasonable best efforts any other Laws with respect to obtain the transactions contemplated hereby as promptly as practicable reasonably possible, (iv) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all clearancesmeetings, permitsactions and proceedings with Governmental Authorities relating to such filings, consents(vi) comply, approvals as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents or other materials, (vii) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and authorizations of all (viii) use Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authorities, in each case which are necessary or advisable to consummate Authority challenging the transactions contemplated by this Agreement as promptly as practicable and violative of any Law. If a Party intends to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears participate in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or meeting with any Governmental Authority in connection with respect to such filings, it shall give the transactions contemplated by this Agreement. In exercising the foregoing rightother Party reasonable prior notice of, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearancean opportunity to participate in, consent or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditionedmeeting.

Regulatory Filings. (a) Seller and Purchaser shall each use their respective commercially reasonable efforts, and shall cooperate fully (i) to comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by this Agreement or any other Transaction Document to which it is a party and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents, approvals or authorizations of Governmental Entities necessary in connection with the consummation of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party (each, a “Governmental Authorization”). In connection therewith, Seller and Purchaser shall make or cause to be made all legally required filings as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party, shall provide such information and communications to Governmental Entities as such Governmental Entities may request, shall take all steps that are necessary, proper or advisable to avoid any Action by any Governmental Entity with respect to the transactions contemplated by this Agreement or any other Transaction Document to which it is a party, shall defend or contest in good faith any Action by any third party (excluding any Governmental Entity) challenging this Agreement, any of the other Transaction Documents to which it is a party or the transactions contemplated hereby or thereby, or that could otherwise prevent, impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated hereby or thereby, including by using commercially reasonable efforts to have vacated or reversed any stay or temporary restraining order entered with respect to the transactions contemplated by this Agreement or any other Transaction Document to which it is a party in connection with any Action brought by any third party (excluding any Governmental Entity). Each of Seller and Purchaser shall not take or cause to be taken any action that, to its Knowledge, would be reasonably likely to materially delay or impair the receipt of any such permits, orders or other consents from a Governmental Entity. (b) Without limiting the generality of the provisions foregoing, within twenty (20) Business Days following the date hereof, Seller shall make all required filings and notifications set forth on Section 6.3 of Section 7.2 and the Seller Disclosure Schedule. (c) Subject to Applicable Laws relating to the extent required by applicable Laws, as promptly as practicable following the execution and delivery sharing of this Agreement, each of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authorities. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and any of its respective Subsidiaries, that appears in any application, notice, petition, filing and documentation made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing rightinformation, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority Entity whose clearanceconsent, consent approval, waiver or approval authorization is required to consummate the transactions contemplated by this Agreement which and the other Transaction Documents, including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any clearancesuch consent, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearanceapproval, consent or approval will be materially delayed or conditioned.waiver

Regulatory Filings. From the date of this Agreement until the Closing, each of the Buyer and the Seller shall, and shall cause their respective Affiliates to: (a) Without limiting make or cause to be made such other filings required of such Party or any of its Affiliates under any Laws with respect to this Agreement and the generality other Transaction Documents and to pay any fees due of it in connection with such filings, in each case as promptly as is reasonably practicable; (b) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (c) use commercially reasonable efforts to cause the expiration or termination of the provisions notice or waiting periods under any applicable Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (d) promptly inform the other Party of Section 7.2 (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Body in respect of such filings; (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions, and proceedings with Governmental Bodies relating to such filings, including, subject to applicable Law; permitting the extent required by applicable Lawsother Party to review in advance any proposed written communication between it and any Governmental Body; (f) comply, as promptly as is reasonably practicable following and with due regard to maintaining the execution confidentiality of information the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and delivery any other Laws for additional information, documents, or other materials; (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Documents; and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Documents as violative of any Law; provided, that, notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, in no event shall Buyer, Seller or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners) be required to agree to, enter into or offer to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer, Seller, or any of their respective Affiliates or any member of the Company Group (including direct and indirect equity owners), or similar arrangement or undertaking in connection with this Agreement, each the Transaction Documents or any of Parent and the Company shall make or submit all applications, notices, petitions and filings, file or submit all documentation, and use their respective reasonable best efforts to obtain as promptly as practicable all clearances, permits, consents, approvals and authorizations of all Governmental Authorities, in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to comply with the terms and conditions of all such clearances, permits, consents, approvals and authorizations of all Governmental Authoritieshereby or thereby. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws and Orders, all the documentation and information relating to either party and If a Party or any of its respective Subsidiaries, that appears Affiliates intends to participate in any application, notice, petition, filing and documentation made with, meeting or written materials submitted to, any third party or discussion with any Governmental Authority in connection Body with respect to such filings, it shall give the transactions contemplated by this Agreement. In exercising the foregoing rightother Party reasonable prior notice of, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose clearancean opportunity to participate in, consent such meeting or approval is required to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any clearance, consent or approval required in order to consummate the transactions contemplated by this Agreement will not be obtained or that the receipt of any such clearance, consent or approval will be materially delayed or conditioneddiscussion.