Common use of Required Actions Clause in Contracts

Required Actions. (a) The Company and Parent shall, as promptly as possible, (i) make, or cause to be made, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing), and (ii) to thereafter use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, or foreign, which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or lifted.

Required Actions. (a) The Company Upon the terms and Parent shallsubject to the conditions set forth in this Agreement, as promptly as possible, (i) makeeach of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be madetaken, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing)actions, and (ii) to thereafter use commercially reasonable efforts to obtaindo, or cause to be obtaineddone, and to assist and cooperate with the other parties in doing, all consentsthings necessary, authorizationsproper or advisable to consummate and make effective, orders in the most expeditious manner practicable, the Acquisition and approvals from the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) In connection with and without limiting Section 5.05(a), promptly following the execution and delivery by the parties of this Agreement, the parties shall (i) make all necessary registrations, declarations and filings with Governmental Authorities whether federal, state, local, or foreign, which may be Entities that are required in connection with the consummation of the Acquisition and the other transactions contemplated under by this Agreement and the other Transaction Documents. The Company Ancillary Agreements and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (bii) The Company and Parent shall use their respective commercially reasonable efforts to give take all notices to, and other actions required to be taken in order to obtain all consents from, all third parties that are expressly set forth Consents and nonactions required to be obtained from Governmental Entities in Section 5.04 connection with the consummation of the Disclosure SchedulesAcquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements and in order to eliminate each other impediment that may be asserted by such Governmental Entities, in each case with respect to the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements, in each case so as to enable the Closing to occur as soon as reasonably possible. Notwithstanding anything to the contrary in this Section 5.05, Purchaser shall in no event be required to offer or agree to (A) dispose of, hold separate or limit its operation of any portion of the Business or of its or its subsidiaries’ other businesses, assets or properties, (B) limit its or its subsidiaries’ ability to acquire or hold, or exercise full rights of ownership of, the Acquired Assets or any of its or its subsidiaries’ other businesses, assets or properties, (C) limit its or its subsidiaries’ ability to effectively control the Business or any of its or its subsidiaries’ other businesses, assets or properties. (c) Without In connection with and without limiting Section 5.05(a) or Section 5.05(b), Seller and Purchaser shall (i) as promptly as practicable, but in no event later than five business days, following the generality execution and delivery of this Agreement, file or cause to be filed with the parties’ undertakings pursuant Federal Trade Commission and the United States Department of Justice the initial notification and report form under the HSR Act required for the transactions contemplated hereby, (ii) cooperate in responding promptly to subsections any Request for Additional Information and Documentary Material under the HSR Act or other request for further information from any Governmental Authority in respect of such filings and the transactions contemplated by this Agreement, (aiii) use their respective commercially reasonable efforts to seek to terminate any waiting periods under the HSR Act as soon as practicable (it being agreed that nothing in this clause (iii) shall require any party to take any action referred to in the last sentence of Section 5.05(b)) and (biv) abovefurnish the other party and the other party’s counsel as promptly as practicable with all such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actions. Table of Contents (d) In connection with and without limiting Section 5.05(a), prior to the Closing and for a period of 12 months thereafter, each of the parties hereto party shall, and shall cause its affiliates to, use its commercially reasonable efforts (at its own expense, except as otherwise expressly provided herein) to obtain, and to cooperate in obtaining, all consents from third parties and Governmental Entities necessary or appropriate to permit the transfer of the Acquired Assets to:, and the assumption of the Assumed Liabilities by, Purchaser; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such consent may be required (other than filing or application fees). (e) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.05 shall require Purchaser to (i) respond promptly consent to any inquiries action or omission by Parent or Seller that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement or any Ancillary Agreement. (f) Purchaser and furnish Seller shall each keep the other informed in all material respects, and on a reasonably timely basis, of any additional information reasonably requested material communication received by such party from, or given by such party or its affiliates to, any Governmental Authority Entity and, to the extent reasonably practicable, to consult with each other in advance of any meeting or conference with any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or and the Ancillary Agreements, provided that nothing in this Section 5.05(f) shall be deemed to require that any Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of party take any action that would restrainresult in the waiver of any attorney-client privilege. To the extent reasonably practicable, alter neither Seller nor Purchaser shall independently participate in a telephone call or enjoin meeting with a Governmental Entity regarding the transactions contemplated by this Agreement hereby or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties matters described in this Section 5.05 without using its commercially reasonable efforts to consummate give the transactions contemplated other prior notification of the call or meeting and, unless prohibited by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated Entity or liftednot reasonably practicable, the opportunity to attend and participate.

Required Actions. (a) The Company Subject to the terms and Parent shallconditions specified herein, as promptly as possible, (i) makeeach of Buyer and ABI shall use reasonable best efforts to take, or cause to be madetaken, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing)actions, and (ii) to thereafter use commercially reasonable efforts to obtaindo, or cause to be obtaineddone, and assist and cooperate with the other party in doing, all consentsthings reasonably necessary, authorizations, orders proper or advisable (subject to applicable Law) to satisfy each condition to the other party’s obligations contained in this Agreement in order to consummate and approvals from all Governmental Authorities whether federal, state, local, or foreign, which may be required in connection with the consummation of make effective the transactions contemplated under by this Agreement and as promptly as reasonably practicable but in any event by the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto Long Stop Date; provided that this Agreement shall not willfully take in any action that will have way modify or expand ABI’s obligations under the effect of delayingABI Cooperation Agreement, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in including ABI’s obligations under Section 5.04 of the Disclosure Schedules. (c) 3 thereof. Without limiting the generality of the parties’ undertakings pursuant foregoing, ABI shall not enter into or otherwise consent to subsections any amendment, modification or waiver of the ABI Cooperation Agreement that would reasonably be expected to be adverse to Buyer or the Acquired Business without the prior written consent of Buyer. (ab) Buyer and ABI shall each take (subject (x) in the case of ABI, to the proviso in Section 5.01(a) and (by) abovein the case of Buyer, each of to the parties hereto shall use commercially reasonable efforts to: (iproviso in this Section 5.01(b)) respond promptly all actions necessary to any inquiries obtain all consents, licenses, permits, waivers, approvals, clearances and furnish any additional information reasonably requested by authorizations or orders of, or nonactions by, any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document; (iicollectively, “Consents”) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties are required to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable but in any event by the Long Stop Date. In furtherance and not in limitation of the foregoing, Buyer and ABI shall each (subject (x) in the case of ABI, to the proviso in Section 5.01(a) and (y) in the case of Buyer, to the proviso in this Section 5.01(b)) (i) provide all necessary notices, reports, registrations, submissions of information, applications and other filings in connection with obtaining any Consents, (ii) prosecute all such filings and Consents with all appropriate diligence, (iii) furnish all information required to be furnished in connection with the Consents of or filings with any Governmental Authority, and promptly cooperate with the other party hereto and furnish information in connection with any such requirements imposed upon Buyer, ABI or any Transaction Document has been issuedof their respective Subsidiaries in connection with this Agreement and the transactions contemplated hereby, (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement, (v) facilitate obtaining any final order, writ, judgment or decree approving the transactions contemplated by this Agreement in accordance with the terms hereof, (vi) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed so as to enable the parties hereto to consummate and make effective, as promptly as practicable, the transactions contemplated hereby in accordance with the terms hereof and (vii) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other party hereto in doing, all things necessary, in simultaneous coordination, to avoid or eliminate each and every legal impediment that may be asserted by any Governmental Authority so as to enable the parties hereto to consummate and make effective, as promptly as practicable, the transactions contemplated hereby in accordance with the terms hereof, including making any amendments or modifications to this Agreement to the extent required by any Governmental Authority in connection with obtaining a required Consent; provided that, notwithstanding the foregoing or anything to the contrary contained herein, to the extent that, to obtain the Consent of any Governmental Authority, it is necessary or required to undertake one or more divestitures or other remedies that, individually or in the aggregate, would have a Substantial Adverse Impact on the JV, Buyer shall have the right to consent (or not) in its sole discretion to such divestitures or other remedies. (c) Each of Buyer and ▇▇▇ will consult and cooperate with the other (including in relation to any parallel merger review process resulting from the transactions contemplated by this Agreement and the ABI Transaction) and (i) consider in good faith the views of the other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings involving any Governmental Authority relating to the Consents, except that materials may be redacted to address reasonable privilege or confidentiality concerns and to prevent the exchange of confidential information prohibited by applicable Law; (ii) promptly advise the other’s counsel of any written or material oral communication to or from any Governmental Authority with respect to the Consents; (iii) not participate in any meeting or discussion with any Governmental Authority in respect of any Consent without first consulting with the other’s counsel and, unless prohibited by such Governmental Order vacated Authority, giving the other’s counsel the opportunity to attend; and (iv) promptly furnish the other’s counsel with copies of all correspondence, filings, and written communications between such party and any Governmental Authority with respect to the Consents, except that materials may be redacted to address reasonable privilege or liftedconfidentiality concerns and to prevent the exchange of confidential information prohibited by applicable Law. To the extent permitted by applicable Law, Buyer and ABI shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing.

Required Actions. (a) The Company Purchaser and Parent shallSeller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement and (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Regulatory Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement or that otherwise become applicable to the transactions contemplated by this Agreement. Additionally, each of Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement as promptly as possiblepracticable and shall not (and each of the Seller and Purchaser shall cause Purchaser Sponsor, its controlled Affiliates and Representatives not to) take any action after the date of this Agreement that would reasonably be expected to (iA) materially prevent, delay or impede the obtaining of, or result in not obtaining, any Regulatory Approvals required to be obtained or made by Purchaser or Seller, or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement, or (B) otherwise cause any of the conditions set forth in Article IX of this Agreement to fail to be satisfied or prevent, delay or impede the consummation of the Sale or any other transaction contemplated by this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Seller and Purchaser shall promptly consult with the other party to provide any necessary information with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any communication from any Governmental Entity or other such Person regarding the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss reasonably in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication, correspondence or submission with or to any such Governmental Entity or other such Person. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party will make, or cause to be made, all filings promptly and submissions required under any applicable Law (providedafter consultation with the other party to this Agreement, that neither the Companyan appropriate response in compliance with such request. Purchaser or its Representatives, on the one hand, nor Parentand Seller or its Representatives, on the other hand, shall not participate in any meeting with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party reasonably in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel only.” Such designated materials and any materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 6.3, and the information contained therein, shall be in breach given only to the outside legal counsel of the foregoing covenant if recipient and shall not be disclosed by such party’s failure outside counsel to timely file is a result employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual obligations and (iii) as necessary to protect privileged attorney-client communications or attorney work product. (c) Purchaser and Seller shall file or cause to be filed, as promptly as practicable, but in any event no later than twenty-five (25) Business Days after the date of this Agreement, notifications under the HSR Act, and Purchaser and Seller shall file or cause to be filed, as promptly as practicable, any other party’s failure filings and/or notifications under applicable Regulatory Laws. (d) Purchaser shall use its reasonable best efforts to provide resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the requisite materials Sale and signatures the other transactions contemplated by this Agreement under any Regulatory Laws. In connection therewith, if any Action is instituted (or otherwise threatened to be instituted) challenging the Sale or the other transactions contemplated by this Agreement as violative of any Regulatory Laws, Purchaser shall use its reasonable best efforts to initiate and/or participate in any Actions, whether judicial or administrative, to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the Sale or the other transactions contemplated by this Agreement and/or (ii) take such action as necessary to overturn any regulatory Action by any Governmental Entity to block the requisite steps consummation of the Sale or the other transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal, or prohibits the consummation of, the Sale or the other transactions contemplated by this Agreement resulting from any such Action. (e) Notwithstanding any other provision of this Agreement, Purchaser shall, and shall cause its controlled Affiliates, to use reasonable best efforts to take all actions necessary for such filingto avoid or eliminate each and every impediment under any Regulatory Laws so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) proposing, negotiating, agreeing to, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of the Transferred Entities, and Purchaser, and (ii) otherwise taking or committing to thereafter use commercially reasonable efforts to obtaintake actions, or cause agreeing to restrictions, that after the Closing would limit the Transferred Entities’, or Purchaser’s freedom of action with respect to, or its or their ability to retain, any businesses, product lines or assets of the Transferred Entities or Purchaser (such actions contemplated in clauses (i) and (ii), “Remedial Actions”); provided, however, and notwithstanding the foregoing or anything to the contrary herein, nothing in this Agreement shall be construed (y) to require Purchaser or its Affiliates (or permit Seller, the Transferred Entities, or any of their respective Affiliates) to offer, propose, take, negotiate, commit to, effect or agree to take any Remedial Action if such action, individually or in the aggregate with all other such actions taken together, would reasonably be expected to have a material adverse effect on the financial condition or results of the operations of the Transferred Entities, taken as a whole (it being understood, for purposes of determining whether such Remedial Action would reasonably be expected to have such a material adverse effect, any proceeds received, or expected to be obtainedreceived, all consents, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, effecting any Remedial Action shall not be taken into consideration) or foreign, (z) to require Purchaser to commit to take or agree to take any such Remedial Actions which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and would bind Purchaser or its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt respect of any required consents, authorizations, orders and approvalsmatter if the Closing does not occur. No actions taken pursuant to this Section 6.3(e) shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. (bf) The Company and Parent Whether or not the Sale is consummated, Purchaser shall use commercially reasonable efforts be responsible for all filing fees, including filing fees under the HSR Act, due to give all notices toany Governmental Entity to obtain any consent, and obtain all consents fromclearance, all third parties that are expressly set forth in Section 5.04 expiration or termination of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings a waiting period, authorization, Order or approval pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedSection 6.3.

Required Actions. (a) The Company Purchaser and Parent Seller shall, and shall cause their respective Affiliates to, use reasonable best efforts to take all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Laws to consummate and make effective as promptly soon as possiblereasonably practicable each Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate such Sale and the other transactions contemplated by this Agreement, (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition Laws or under the FPA or with respect to any other Required Approval) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with such Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate such Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable to fulfill all conditions set forth in Article VII and not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to any applicable Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article VII. Without limiting the foregoing, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the foregoing, to the extent it would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to any applicable Closing or would reasonably be expected to result in the failure to satisfy, or any material delay in satisfying, any condition set forth in Article VII. (b) Prior to each Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sales and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity or other Person. In that regard, prior to a Closing, subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party shall promptly consult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the applicable Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any communication from any Governmental Entity regarding such Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to such Sale or the other transactions contemplated by this Agreement, then such party shall make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate response in compliance with such request. Each of Purchaser and Seller shall not participate in any meeting with any Governmental Entity in connection with this Agreement or a Sale, or with any other Person in connection with any Action by a private party relating to the HSR Act or any other applicable Competition Laws or the FPA or any other Required Approvals in connection with this Agreement or a Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with Seller or Purchaser (as applicable) in advance and, to the extent not prohibited by such Governmental Entity, gives Seller or Purchaser (as applicable) the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party shall furnish the other party with copies of all correspondence, filings, submissions and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity or other such Person with respect to this Agreement and a Sale or the other transactions contemplated by this Agreement, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person. Purchaser and submissions Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/corporate in-house antitrust counsel only.” Such designated materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 5.3, and the information contained therein, shall be given only to the outside legal counsel and corporate in-house antitrust counsel of the recipient and shall not be disclosed by such outside counsel and corporate in-house antitrust counsel to employees (other than corporate in-house antitrust counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of or future plans for the Business or the Sale Process, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable privilege concerns. (c) Purchaser and Seller shall file or cause to be filed (i) any required notifications under the HSR Act as promptly as practicable, but in any event no later than three (3) Business Days after the date of this Agreement, (ii) an application under Section 203 of the FPA as promptly as practicable, but in any event no later than five (5) Business Days after the date of this Agreement, and (iii) any filings and/or notifications required in respect of any other Required Approvals as promptly as practicable, but in any event no later than ten (10) Business Days after the date of this Agreement. In the event that the parties receive a request for additional information or documentary materials after an initial notification pursuant to the HSR Act or any other applicable Competition Laws, or a request for additional information from FERC or any other Governmental Entity in connection with any other Required Approvals, the parties shall use their respective reasonable best efforts to comply with such requests, as applicable, as promptly as possible and produce documents, responses to interrogatories, or other information on a rolling basis, and counsel for both parties shall closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to a Sale and the other transactions contemplated by this Agreement under any applicable Law Law. In connection therewith, if any Action is instituted (provided, that neither the Company, on the one hand, nor Parent, on or threatened to be instituted) challenging a Sale or the other handtransactions contemplated by this Agreement as violative of any applicable Law, Purchaser and Seller shall be jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in breach any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the foregoing covenant Sale or the other transactions contemplated by this Agreement and/or (ii) take such action as necessary to overturn any regulatory Action by any Governmental Entity to block consummation of such Sale or the other transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of such party’s failure Sale or the other transactions contemplated by this Agreement resulting from any such Action. (e) Notwithstanding any other provision of this Agreement, Purchaser shall, and shall cause its Affiliates to, take all actions necessary to timely file is a result avoid or eliminate each and every impediment under applicable Law, so as to enable each Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, licensing, divestiture or disposition of any businesses, assets or properties of the other party’s failure to provide the requisite materials Transferred Entities, Purchaser and signatures or otherwise take the requisite steps necessary for such filing)their respective Affiliates, and (ii) otherwise taking or committing to thereafter use commercially reasonable efforts to obtaintake actions that after the HSR Closing would limit Purchaser’s, the Transferred Entities’ or their respective Affiliates’ freedom of action with respect to, or cause its or their ability to retain, operate, vote, transfer, receive dividends, or otherwise exercise full ownership rights with respect to any businesses, assets or properties of the Transferred Entities, Purchaser and their respective Affiliates. No actions taken pursuant to this Section 5.3(e) shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur, except to the extent caused by Seller’s breach of its covenants hereunder. Notwithstanding anything herein to the contrary, Seller shall not be obligated to take, or agree or commit to take, any action (A) that is not conditioned on the applicable Closing or (B) that relates to the Retained Businesses, and in no event shall Seller or any of its Affiliates be required to be obtainedthe licensing, all consentsselling, authorizationsdivesting, orders and approvals from all transferring, disposing or encumbering party under any such agreements or transactions described above unless required by the relevant Governmental Authorities whether federalEntity or applicable Law, stateand, localin any case, or foreign, which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent Seller and its Affiliates shall have no direct or indirect obligation or Liability in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt respect of any required consentssuch agreements or transactions, authorizationsincluding any indemnification obligations, orders for which Seller and approvalsits Affiliates are not fully indemnified by Purchaser. (bf) The Company Purchaser agrees to provide such security and Parent shall use commercially reasonable efforts assurances as to give all notices tofinancial capability, resources and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information creditworthiness as may be reasonably requested by any Governmental Authority regarding antitrust Entity whose consent or other matters approval is sought in connection with respect to the transactions contemplated hereby; provided, that Purchaser’s obligations in respect of Seller Guarantees shall be governed by Section 5.9 and not by this Agreement Section 5.3(f). Whether or not a Sale is consummated, Purchaser shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any Transaction Document; Governmental Entity in order to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 5.3, other than (i) the fees of and payments to Seller’s and (prior to a Closing applicable to a Transferred Entity) such Transferred Entity’s legal and professional advisors (including accountants, engineers and economists) and (ii) resolve to the extent otherwise constituting Losses arising from any objections that may be asserted breach of a representation or covenant by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedSeller hereunder.

Required Actions. (a) The Company During the period between the date hereof and the earlier to occur of (x) Closing and (y) termination of this Agreement (the “Interim Period”), Purchaser, Seller and Parent shall, as promptly as possible, (i) makeshall use reasonable best efforts to take, or cause to be madetaken, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing)actions, and (ii) to thereafter use commercially reasonable efforts to obtaindo, or cause to be obtaineddone, all consentsthings necessary, authorizationsproper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the Sale and the other transactions contemplated by this Agreement, orders including (i) the preparation and approvals from filing of all Governmental Authorities whether federalforms, stateregistrations and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement and (ii) taking such other actions necessary to obtain (and cooperating with each other in obtaining) any notice, localconsent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or foreignany exemption by, any Governmental Entity (“Regulatory Approvals”) (which may actions shall include furnishing all information required under any Regulatory Laws) required to be required obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the consummation of the transactions contemplated under this Agreement Sale and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing transactions contemplated by this Agreement or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect otherwise become applicable to the transactions contemplated by this Agreement or any Transaction Document;Agreement. (iib) resolve any objections that may be asserted During the Interim Period, to the extent not prohibited by applicable Law, Purchaser, Seller and Parent shall each keep the applicable Governmental Authority as promptly as practicable other apprised of the status of matters relating to the completion of the Sale and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, during the Interim Period, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Seller and Purchaser shall promptly consult with the other party to provide any necessary information with respect to all filings made by such party with any Governmental Entity or any Transaction Document; and (iii) other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the event any Governmental Order adversely affecting Sale and the ability of the parties to consummate the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, during the Interim Period, each party to this Agreement shall as promptly as practicable inform the other party to this Agreement, and if in writing and to the extent reasonably practicable (taking into consideration any timing requirements or filing deadlines), furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any material communication from any Governmental Entity in connection with this Agreement or the Sale, or with any Transaction Document has been issuedother Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale or the other transactions contemplated by this Agreement, and permit the other party to have review and discuss reasonably in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication, correspondence or submission with or to any such Governmental Order vacated Entity or lifted.other such 55

Required Actions. (a) The Company During the period between the date hereof and the earlier to occur of (x) Closing and (y) termination of this Agreement (the “Interim Period”), Purchaser, Seller and Parent shallshall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement and (ii) taking such other actions necessary to obtain (and cooperating with each other in obtaining) any notice, consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Regulatory Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement or otherwise become applicable to the transactions contemplated by this Agreement. (b) During the Interim Period, to the extent not prohibited by applicable Law, Purchaser, Seller and Parent shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, during the Interim Period, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Seller and Purchaser shall promptly consult with the other party to provide any necessary information with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, during the Interim Period, each party to this Agreement shall as promptly as possiblepracticable inform the other party to this Agreement, and if in writing and to the extent reasonably practicable (itaking into consideration any timing requirements or filing deadlines), furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any material communication from any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss reasonably in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication, correspondence or submission with or to any such Governmental Entity or other such Person. During the Interim Period, if any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party will make, or cause to be made, all filings and submissions required under any applicable Law (providedas promptly as reasonably practicable and, that neither if reasonably practicable, after consultation with the Companyother party to this Agreement, an appropriate response in compliance with such request. During the Interim Period, Purchaser or its Representatives, on the one hand, nor Parentand Seller or its Representatives, on the other hand, shall not participate in any meeting (including telephone conversation, video conference, or other discussion) with any Governmental Entity in connection with obtaining any Regulatory Approvals in connection with this Agreement or the Sale, unless, to the extent not prohibited by the applicable Governmental Entity, it consults with the other party reasonably in advance and, 50 to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and any materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 6.3, and the information contained therein, shall be in breach given only to the outside legal counsel and in-house counsel of the foregoing covenant if recipient and shall not be disclosed by such party’s failure outside counsel and in-house counsel to timely file is a result employees (other than in-house counsel), officers or directors of the other party’s failure recipient, unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to provide this Agreement may be redacted (i) to remove references concerning the requisite materials and signatures or otherwise take valuation of the requisite steps necessary for such filing)Business, and (ii) as necessary to thereafter use commercially reasonable efforts comply with contractual obligations and (iii) as necessary to obtain, protect privileged attorney-client communications or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, or foreign, which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedulesattorney work product. (c) Without limiting During the generality of the parties’ undertakings pursuant to subsections (a) and (b) aboveInterim Period, each of the parties hereto Purchaser shall use commercially its reasonable best efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested resolve such objections, if any, as may be asserted by any Governmental Authority regarding antitrust or other matters Entity with respect to the Sale and the other transactions contemplated by this Agreement or under any Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedRegulatory Laws.

Required Actions. (a) The Company Subject to any different standard expressly set forth herein with respect to any covenant or agreement of the parties hereto, Purchaser and Parent Seller shall, as promptly as possibleand shall cause their respective Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Regulatory Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the transactions contemplated by this Agreement or otherwise become applicable to the transactions contemplated by this Agreement. Additionally, each of Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not (and shall cause each of their respective Affiliates and Representatives not to) take any action after the date of this Agreement that would reasonably be expected to (A) prevent, materially delay or impede the obtaining of, or result in not obtaining, any Regulatory Approvals required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the transactions contemplated by this Agreement, or (B) otherwise cause any of the conditions set forth in Article IX of this Agreement to fail to be satisfied or prevent, materially delay or impede the consummation of the transactions contemplated by this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.4, to the extent not prohibited by applicable Law, each of Seller and Purchaser shall promptly consult with the other party to provide any necessary information with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.4, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any substantive communication from any Governmental Entity or other such Person regarding the transactions contemplated by this Agreement, and permit the other party to review and discuss reasonably in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication, correspondence or submission with or to any such Governmental Entity or other such Person. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will make, or cause to be made, all filings promptly and submissions required under any applicable Law (providedafter consultation with the other party to this Agreement, that neither the Companyan appropriate response in compliance with such request. Purchaser or its Representatives, on the one hand, nor Parentand Seller or its Representatives, on the other hand, shall not participate in any substantive meeting with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the transactions contemplated hereby, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party reasonably in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and any materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 6.5, and the information contained therein, shall be in breach given only to the outside legal counsel and in-house counsel of the foregoing covenant if recipient and shall not be disclosed by such party’s failure outside counsel and in-house counsel to timely file is a result employees (other than in-house counsel), officers or directors of the other party’s failure recipient, unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to provide this Agreement may be redacted (i) to remove references concerning the requisite materials and signatures or otherwise take valuation of the requisite steps necessary for such filing)Business, and (ii) as necessary to thereafter use commercially reasonable efforts comply with contractual obligations and (iii) as necessary to obtain, protect privileged attorney-client communications or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, or foreign, which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedulesattorney work product. (c) Without limiting Purchaser and Seller shall file or cause to be filed, as promptly as practicable, but in any event no later than ten (10) Business Days after the generality date of this Agreement, notifications under the parties’ undertakings pursuant HSR Act, and Purchaser and Seller shall file or cause to subsections be filed, as promptly as practicable, any other filings and/or notifications under applicable Regulatory Laws. (ad) and (b) above, each of the parties hereto Purchaser shall use commercially its reasonable best efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested resolve such objections, if any, as may be asserted by any Governmental Authority regarding antitrust or other matters Entity with respect to the transactions contemplated by this Agreement under any Regulatory Laws; provided, however, notwithstanding anything in this Agreement to the contrary it is expressly understood and agreed that neither Purchaser nor any of its Subsidiaries or Affiliates shall be under any obligation to: (a) litigate or contest any administrative or judicial action or proceeding or any Transaction Document; decree, judgment, injunction or other order, whether temporary, preliminary or permanent, or (b) make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser, any of its Affiliates or the Company, or the holding separate of shares of capital stock of the Company, (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or limitation on the taking ability of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement Purchaser or any Transaction Document; and of its Affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of shares of capital stock of the Company, or (iii) any modification or waiver of the terms and conditions of this Agreement, (c) otherwise agree to any course of conduct (or refrain from taking any action) with respect to, any assets, rights, product lines, businesses, properties, divisions or operations, or, in each case, any interests therein, of Purchaser or such Affiliates, or the Business, and further that the Company or Seller shall in no event agree or commit to (or cause any of its Subsidiaries (including the Transferred Entities) to agree or commit to) to any of the actions described in the event foregoing without the prior written consent of Purchaser. (e) Whether or not the Sale is consummated and, if the Sale is consummated, whether before, at or after the Closing, Purchaser shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any third party or any Governmental Entity to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order adversely affecting or approval pursuant to this Section 6.5, other than the ability fees of the parties and payments to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedSeller’s legal and professional advisors.

Required Actions. (a) The Company Seller and Parent shallPurchaser will, and will cause their respective Affiliates to, cooperate with each other and use reasonable best efforts to (i) negotiate, prepare and file as promptly as possiblepracticable all necessary applications, notices, petitions, and filings and execute all agreements and documents, to the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including the Required Regulatory Approvals) and (ii) obtain the consents, approvals, and authorizations of all Governmental Entities to the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (including the Required Regulatory Approvals). Each Party will, and will cause its Affiliates to, consult and cooperate with the other Party as to the appropriate time of all such filings and notifications, furnish to the other Party such necessary information and reasonable assistance in connection with the preparation of such filings, and respond promptly to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Law, each of Seller and Purchaser will have the right to review in advance all characterizations of the information relating to it or to the transactions contemplated by this Agreement which appear in any filing made by the other Party or any of its Affiliates in connection with the transactions contemplated hereby. (b) Purchaser and Seller, acting reasonably and in good faith, will coordinate, and Seller shall cause the Company to coordinate, the preparation and making of any applications and filings (including the content, terms and conditions of such applications and filings) with any Governmental Entity, the resolution of any investigation or other inquiry of any Governmental Entity, the process for obtaining any consents, registrations, approvals, permits and authorizations of any Governmental Entity (including the Required Regulatory Approvals), and the making or discussing of any and all proposals relating to any regulatory commitments of Purchaser, Seller, their respective Affiliates or business, or with any Governmental Entity, its staff, intervenors or customers, in each case, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. Purchaser and Seller, acting reasonably and in good faith, will coordinate, and Seller will cause the Company to coordinate, with respect to the scheduling and conduct of all meetings with Governmental Entities in connection with the transactions contemplated by this Agreement (including the Required Regulatory Approvals); provided, however, to the fullest extent practicable and permitted by Law, in connection with any communications, meetings, or other contacts, oral or written, with any Governmental Entity in connection with the transactions contemplated hereby, each of Seller and Purchaser shall (and will cause its Affiliates to): (i) inform the other Party in advance of any such communication, meeting, or other contact which such Party or any of its Affiliates proposes or intends to make, including the subject - 46 - matter, contents, intended agenda, and other aspects of any of the foregoing; (ii) consult and cooperate with the other Party, and to take into account the comments of the other Party in connection with any of the matters covered by Section ‎5.5(a); (iii) permit representatives of the other Party to participate to the maximum extent possible in any such communications, meetings, or other contacts; (iv) notify the other Party of any oral communications with any Governmental Entity relating to any of the foregoing; and (v) provide the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing. Nothing in this Section ‎5.5(b) will apply to or restrict communications or other actions by a Party with or with respect to any Governmental Entity in connection with its business in the ordinary course of business. (c) Without limiting the foregoing, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any action, including (i) acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, or other business combination, asset, stock or equity purchase, or otherwise) from any Person (other than, in the case of Purchaser, from Seller or its Affiliates), (ii) making any filing or (iii) any other action, that, in each case, could reasonably be expected to adversely affect obtaining or making, or the timing of obtaining or making, any consent or approval contemplated by this Section ‎‎5.5. In furtherance of and without limiting any of Purchaser’s or Seller’s covenants and agreements under this Section ‎5.5, each of Purchaser and Seller shall, and shall cause their respective Affiliates to use reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals, in each case, so as to enable the Closing to occur as promptly as practicable, including (A) agreeing to conditions imposed by, or taking any action required by, any Governmental Entity, (B) defending through litigation on the merits, including appeals, any Action asserted by any court or other proceeding by any Person, including any Governmental Entity, that seeks to or could prevent or prohibit or impede, interfere with or delay the consummation of the Closing, (C) avoiding or eliminating any Purchaser Burdensome Condition or Seller Burdensome Condition, and proposing alternative conditions upon which the Required Regulatory Approvals would be provided, (D) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of (1) with respect to Purchaser, any assets or business of Purchaser or its Affiliates or of the Company, and (2) with respect to Seller, any Unregulated Non-Retail Business, in each case, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (E) agreeing to take any other action as may be required by a Governmental Entity in order to effect each of the following: (1) obtaining all Required Regulatory Approvals as soon as reasonably practicable and in any event before the Outside Date, (2) avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned, any Order, whether temporary, preliminary or permanent, that is in effect that prohibits, prevents or restricts consummation of, or impedes, interferes with or delays, the Closing and (3) effecting the expiration or termination of any waiting period, which would otherwise have the effect of preventing, prohibiting or restricting consummation of the Closing or impeding, interfering with or delaying the Closing. Notwithstanding anything in this Agreement to the contrary, the entry into any settlement with a Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments regarding a Required Regulatory Approval of any Party or their Affiliates, must be mutually agreed - 47 - between Seller and Purchaser, provided that nothing in this sentence shall modify or diminish any of Seller’s or Purchaser’s obligations under this Section ‎5.5. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall be required to, and neither Seller nor the Company nor any of their respective Affiliates shall, in connection with obtaining the Required Regulatory Approvals or setting such filings for hearing, settlement or other investigation, consent to, or take any action, in each case, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of Purchaser and submissions required under any applicable Law its Affiliates (including the Company), taken as a whole, after giving effect to the Sale; provided, that neither Purchaser and its Affiliates (including the Company, on the one hand, nor Parent, on the other hand, ) shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing), and (ii) to thereafter use commercially reasonable efforts to obtain, or cause deemed to be obtainedthe same size as the Company for purposes of this Section ‎5.5(d) (any such action or requirement, all consentsa “Purchaser Burdensome Condition”); and provided further, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, or foreign, which may be required any regulatory mitigation action taken by Purchaser in connection with the consummation of the transactions contemplated under this Agreement and by the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take Plants EIPA or any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect mitigation ordered relating directly to the transactions contemplated by the Plants EIPA shall not be taken into account in the determination of whether there has been a Purchaser Burdensome Condition. For the avoidance of doubt, none of the exclusions set forth in the definition of “Company Material Adverse Effect” shall be deemed to apply to any reference to “material adverse effect” in this Section ‎5.5(d). (e) Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to, and neither Purchaser nor any of its Affiliates shall, in connection with obtaining the Required Regulatory Approvals or setting such filings for hearing, settlement or other investigation, consent to, or take any action, in each case, that, (i) would require Seller or any Transaction Document; of its Affiliates (other than the Company) to commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business, other than any assets or business of the Unregulated Non-Retail Business, (ii) resolve individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of Seller’s remaining electric businesses, other than the Unregulated Non-Retail Business, taken as a whole, after giving effect to the Sale; provided, that for the purposes of this clause (ii) such remaining electric businesses shall be deemed to be the same size as the Company; (iii) individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of the Unregulated Non-Retail Business, taken as a whole; provided, that for the purposes of this clause (iii) the Unregulated Non-Retail Business shall be deemed to be the same size as the Company, or (iv) individually or in the aggregate, would have a material adverse effect on the manner in which the remaining transmission or generation assets of Seller or any objections of its Affiliates are operated, including a change in control over such operations (any such action or requirement in (i), (ii), (iii) or (iv), a “Seller Burdensome Condition”); and provided, further, that may be asserted none of the obligations of Seller or any of its Affiliates set forth in or contemplated by the applicable Governmental Authority as promptly as practicable Ancillary Agreements (in, for the avoidance of doubt, the forms attached to this Agreement), the matters set forth in Section 5.20 or the matters set forth in Section 5.20(a)(ii) of the Seller Disclosure Letter shall be taken into account in the determination of whether there has been a Seller Burdensome Condition. - 48 - (f) Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Seller nor Purchaser shall be required to, and avoid neither Seller nor Purchaser shall, in connection with obtaining the imposition of any order or Required Regulatory Approvals, consent to the taking of any action that would restrainor the imposition of any terms, alter conditions, limitations or enjoin standards of service the transactions contemplated by this Agreement effectiveness or any Transaction Document; and (iii) in consummation of which is not conditional upon the event any Governmental Order adversely affecting the ability occurrence of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedClosing.

Required Actions. (a) The Company Purchaser and Parent shallSeller shall use reasonable best efforts to take, as promptly as possibleor cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in an expeditious manner the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement and (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Regulatory Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement or otherwise become applicable to the transactions contemplated by this Agreement. Additionally, each of Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not (and shall cause each of their respective Affiliates and Representatives not to) take any action after the date of this Agreement that would reasonably be expected to (A) prevent, delay or impede the obtaining of, or result in not obtaining, any Regulatory Approvals required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement, or (B) otherwise cause any of the conditions set forth in Article IX of this Agreement to fail to be satisfied or prevent, delay or impede the consummation of the Sale or any other transaction contemplated by this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Seller and Purchaser shall promptly consult with the other party to provide any necessary information with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any material communication from any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss reasonably in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication, correspondence or submission with or to any such Governmental Entity or other such Person. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party will make, or cause to be made, all filings promptly and submissions required under any applicable Law (providedafter consultation with the other party to this Agreement, that neither the Companyan appropriate response in compliance with such request. Purchaser or its Representatives, on the one hand, nor Parentand Seller or its Representatives, on the other hand, shall not participate in any meeting (including telephone conversation, video conference, or other discussion) with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to any Regulatory Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party reasonably in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and any materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 6.3, and the information contained therein, shall be in breach given only to the outside legal counsel and in-house counsel of the foregoing covenant if recipient and shall not be disclosed by such party’s failure outside counsel and in-house counsel to timely file is a result employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual obligations and (iii) as necessary to protect privileged attorney-client communications or attorney work product. (c) Purchaser and Seller shall file or cause to be filed, as promptly as practicable, but in any event no later than fifteen (15) Business Days after the date of this Agreement, notifications under the HSR Act, and Purchaser and Seller shall file or cause to be filed, no later than ten (10) Business Days after the date of this Agreement, any other party’s failure filings and/or notifications under applicable Regulatory Laws. (d) Purchaser shall use its reasonable best efforts to provide resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the requisite materials Sale and signatures the other transactions contemplated by this Agreement under any Regulatory Laws. In connection therewith, if any Action is instituted (or otherwise threatened to be instituted) challenging the Sale or the other transactions contemplated by this Agreement as violative of any Regulatory Laws, Purchaser shall use its reasonable best efforts to initiate and/or participate in any Actions, whether judicial or administrative, to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the Sale or the other transactions contemplated by this Agreement and/or (ii) take such action as necessary to overturn any regulatory Action by any Governmental Entity to block the requisite steps consummation of the Sale or the other transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal, or prohibits the consummation of, the Sale or the other transactions contemplated by this Agreement resulting from any such Action. (e) Notwithstanding any other provision of this Agreement, Purchaser shall take all actions necessary for such filingto avoid or eliminate each and every impediment under any Regulatory Laws so as to enable the Closing to occur in an expeditious manner (and in any event no later than the Outside Date), including (i) proposing, negotiating, agreeing to, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of the Transferred Entities, Purchaser and their respective Subsidiaries, and (ii) otherwise taking or committing to thereafter use commercially reasonable efforts to obtaintake actions, or cause agreeing to be obtainedrestrictions, all consentsthat after the Closing would limit Purchaser’s, authorizations, orders and approvals from all Governmental Authorities whether federal, state, localthe Transferred Entities’ or their respective Subsidiaries’ freedom of action with respect to, or foreignits or their ability to retain, which may be required in connection with the consummation any businesses, product lines or assets of the transactions contemplated under Transferred Entities, Purchaser and their respective Subsidiaries. No actions taken pursuant to this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives Section 6.3(e) shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect be considered for purposes of delaying, impairing determining whether a Business Material Adverse Effect has occurred or impeding the receipt of any required consents, authorizations, orders and approvalsmay occur. (bf) The Company Whether or not the Sale is consummated and, if the Sale is consummated, whether before, at or after the Closing, Purchaser shall be responsible for all fees and Parent shall use commercially reasonable efforts payments (including filing fees and legal, economist and other professional fees) to give all notices toany third party or any Governmental Entity to obtain any consent, and obtain all consents fromclearance, all third parties that are expressly set forth in Section 5.04 expiration or termination of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings a waiting period, authorization, Order or approval pursuant to subsections (a) this Section 6.3, other than the fees of and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly payments to any inquiries Seller’s legal and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedprofessional advisors.

Required Actions. (a) The Company Upon the terms and Parent shallsubject to the conditions set forth in this Agreement and the Transaction Documents, as promptly as possible, (i) makeeach of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be madetaken, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing)actions, and (ii) to thereafter use commercially reasonable efforts to obtaindo, or cause to be obtaineddone, and to assist and cooperate with the other parties in doing, all consentsthings necessary, authorizationsproper or advisable to consummate and make effective, orders in the most expeditious manner practicable, the Acquisition and approvals from the other transactions contemplated by this Agreement and the Transaction Documents. (b) In connection with and without limiting Section 5.06(a), promptly following the execution and delivery by the parties of this Agreement, the parties shall (i) make all necessary registrations, declarations and filings with Governmental Authorities whether federal, state, local, or foreign, which may be Entities that are required (including the filing of a Notification and Report Form under the HSR Act as soon as practicable but in any event not later than 10 Business Days following the date hereof) in connection with the consummation of the Acquisition and the other transactions contemplated under by this Agreement and the Transaction Documents and (ii) take all other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates actions required to be taken in promptly seeking order to obtain all Consents and nonactions required to be obtained from Governmental Entities or private parties in connection with the consummation of the Acquisition and the other transactions contemplated by this Agreement and the Transaction Documents and in order to eliminate each other impediment that may be asserted or obtained by such consentsGovernmental Entities or private parties, authorizationsin each case with respect to the Acquisition and the other transactions contemplated by this Agreement and the Transaction Documents, orders and approvalsin each case so as to enable the Closing to occur as soon as reasonably possible. The parties hereto Notwithstanding anything to the contrary in this Section 5.06, neither Jupiter Parent nor any of its affiliates shall not willfully take any action that will have the effect of delayingbe required to offer or agree to (A) dispose of, impairing hold separate or impeding the receipt limit its operation of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 portion of the Disclosure SchedulesBusiness or of its other businesses, assets or properties, (B) limit its ability to acquire or hold, or exercise full rights of ownership of, the Acquired Assets or any of its other businesses, assets or properties or (C) limit its ability to effectively control the Business or any of its other businesses, assets or properties; provided that nothing in this Section 5.06(b) shall limit the obligations of Jupiter Parent or any of its affiliates following the Closing under clause 8.2 of the Shareholders’ Agreement. (c) Without limiting the generality Lucky Parent and each Seller shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, any of the parties’ undertakings pursuant to subsections (a) Transaction Documents or any of the transactions contemplated by this Agreement or the Transaction Documents and (bii) aboveif any state takeover statute or similar statute becomes applicable to this Agreement, any of the Transaction Documents or any of the transactions contemplated by this Agreement or the Transaction Documents, take all action necessary to ensure that the transactions contemplated by this Agreement and the Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Documents and otherwise to minimize the effect of such statute or regulation on this Agreement, any of the Transaction Documents and the transactions contemplated hereby and thereby. (d) In connection with and without limiting Section 5.06(a), prior to the Closing and, to the extent Jupiter Parent and the Company waive Section 6.02(c), for a period of 12 months thereafter, each party shall, and shall cause its affiliates to, use its commercially reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties and Governmental Entities necessary or appropriate to permit the transfer of the Acquired Assets to, and the assumption of the Assumed Liabilities by, the Company; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such consent may be required (other than filing or application fees). (e) Promptly, but in any event not more than two Business Days following the execution and delivery by the parties of this Agreement, (i) the Company, Elan Pharma International Limited and Lucky Collaboration Subsidiary shall provide to Wyeth the written notice contemplated by Section 13.7.1 of the Collaboration Agreement, in the forms attached hereto as Exhibits H-1 and H-2, as applicable, and (ii) the Company and Lucky Collaboration Subsidiary shall provide to Wyeth the written confirmation contemplated by Section 13.7.3 of the Collaboration Agreement, in the forms attached hereto as Exhibits I-1 and I-2, as applicable. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.06 shall require Jupiter Parent or the Company to (i) consent to any action or omission by Lucky Parent or any Seller that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement or any Transaction Document. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.06 shall require Lucky Parent or any Seller to (i) consent to any action or omission by Jupiter Parent or the Company that would be inconsistent with Section 5.02 absent such consent or (ii) agree to amend or waive any provision of this Agreement or any Transaction Document. (g) To the extent permitted by Applicable Law and the Collaboration Agreement, each of the parties hereto shall use its commercially reasonable efforts to: to (i) respond promptly to cooperate in all respects with each other in connection with any inquiries and furnish required action under Section 5.06(b), including any additional information reasonably requested by filing or submission with any Governmental Authority regarding antitrust Entity in connection with the Acquisition or any of the other matters with respect to the transactions contemplated by this Agreement and the Transaction Documents (including, to the extent permitted by Applicable Law, providing copies of all such documents to the other parties prior to making such filing or submission and considering all reasonable comments of the other parties suggested in connection therewith) and in connection with any suit, action, proceeding, investigation or other inquiry by or before any Governmental Entity or private party relating to the Acquisition or any Transaction Document; (ii) resolve any objections that may be asserted by of the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the other transactions contemplated by this Agreement and the Transaction Documents, and (ii) keep the other parties informed in all material respects and on a reasonably timely basis of any material communication (including meetings, telephonic conferences, presentations and written correspondence) received by such party from, or given by such party to, any Governmental Entity or private party relating to the Acquisition or any of the other transactions contemplated by this Agreement and the Transaction Document; and (iii) Documents. Lucky Parent and the Sellers agree not to participate in the event any scheduled meeting or substantive discussion, either in person or by telephone, with any Governmental Order adversely affecting Entity in connection with the ability proposed transactions unless they consult with Jupiter Parent and the Company in advance and, to the extent not prohibited by such Governmental Entity, gives Jupiter Parent and the Company the opportunity to attend and participate. Each of the parties hereto agrees not to extend or restart any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or any Transaction Document has been issueddelayed. (h) Prior to the Closing, each of the parties hereto agrees to negotiate in good faith with the other parties hereto in order to enter into, or have a subsidiary enter into, a lease agreement, containing fair market terms and conditions, relating to the facilities set forth on Schedule 5.06(h) of the Seller Disclosure Letter (such Governmental Order vacated or liftedfacilities, the “Leased Facilities”).

Required Actions. (a) The Company Purchaser and Parent Seller shall, as promptly as possibleand shall cause their respective Affiliates to, take all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition Laws or with respect to any other required approval) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to fulfill all conditions set forth in Article 8 and not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article 8. Without limiting the foregoing, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the foregoing, to the extent it would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article 8. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.02, to the extent not prohibited by applicable Law, each party shall promptly consult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.02, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any communication from any Governmental Entity regarding the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party shall make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate response in compliance with such request. Purchaser shall not participate in any meeting with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to the HSR Act or any other applicable Competition Laws or any other required approvals in connection with this Agreement or the Sale, or make oral submissions at meetings (whether in person or via video conference) or in telephone or other conversations, unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.02, to the extent not prohibited by applicable Law, each party shall furnish the other party with copies of all correspondence, filings, submissions and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity or other such Person with respect to this Agreement and the Sale or the other transactions contemplated by this Agreement, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person. Purchaser and submissions Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/corporate in-house antitrust counsel only.” Such designated materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 5.03, and the information contained therein, shall be given only to the outside legal counsel and corporate in-house antitrust counsel of the recipient and shall not be disclosed by such outside counsel and corporate in-house antitrust counsel to employees (other than corporate in-house antitrust counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business or the Sale Process, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable privilege concerns. (c) Purchaser and Seller shall file or cause to be filed any filings and/or notifications required in respect of any required approvals (other than under the HSR Act, which have been filed prior to the date hereof) as promptly as practicable, and in the case of the filings and/or notifications described on Schedule 8.01(a), in any event no later than five (5) Business Days after the date of this Agreement. In the event that the parties receive a request for additional information or documentary materials after a notification pursuant to the HSR Act or any other applicable Competition Laws, or a request for additional information from any Governmental Entity in connection with any other required approvals, the parties shall use their respective best efforts to comply with such requests, as applicable, as promptly as possible and produce documents, data, responses to interrogatories, or other information on a rolling basis, and counsel for both parties shall closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and Seller shall, and shall cause their respective Affiliates to, use their respective best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale and the other transactions contemplated by this Agreement under any applicable Law Law. In connection therewith, if any Action is instituted (provided, that neither or threatened to be instituted) challenging the Company, on the one hand, nor Parent, on Sale or the other handtransactions contemplated by this Agreement as violative of any applicable Law, Purchaser and Seller shall be jointly (to the extent practicable) use their best efforts to initiate and/or participate in breach any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the foregoing covenant if Sale or the other transactions contemplated by this Agreement and/or (ii) take such party’s failure action as necessary to timely file is a result overturn any regulatory Action by any Governmental Entity to block consummation of the Sale or the other party’s failure transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity in order to provide avoid the requisite materials entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Sale or the other transactions contemplated by this Agreement resulting from any such Action. (e) Notwithstanding any other provision of this Agreement, Purchaser shall, and signatures shall cause its Affiliates to, take all actions necessary to avoid or otherwise take eliminate each and every impediment under applicable Law, so as to enable the requisite steps necessary for such filingClosing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, licensing, divestiture or disposition of any businesses, assets or properties of the Transferred Entities, Purchaser and their respective Affiliates, and (ii) otherwise taking or committing to thereafter use commercially reasonable efforts to obtaintake actions that after the Closing would limit Purchaser’s, the Transferred Entities’ or their respective Affiliates’ freedom of action with respect to, or cause its or their ability to retain, operate, vote, transfer, receive dividends, or otherwise exercise full ownership rights with respect to any businesses, assets or properties of the Transferred Entities, Purchaser and their respective Affiliates. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.03(e) shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. Notwithstanding anything herein to the contrary, Seller shall not be obligated to take, or agree or commit to take, any action (A) that is not conditioned on the Closing or (B) that relates in any way to the Retained Businesses, and in no event shall Seller or any of its Affiliates be required to be obtainedthe licensing, all consentsselling, authorizationsdivesting, orders and approvals from all transferring, disposing or encumbering party under any such agreements or transactions described above unless required by the relevant Governmental Authorities whether federalEntity or applicable Law, stateand, localin any case, or foreign, which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent Seller and its Affiliates shall have no direct or indirect obligation or Liability in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt respect of any required consentssuch agreements or transactions, authorizationsincluding any indemnification obligations, orders for which Seller and approvalsits Affiliates are not fully indemnified by Purchaser. (bf) The Company Purchaser agrees to provide such security and Parent shall use commercially reasonable efforts assurances as to give all notices tofinancial capability, resources and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information creditworthiness as may be reasonably requested by any Governmental Authority regarding antitrust Entity or other matters third-party whose consent or approval is sought in connection with respect to the transactions contemplated by this Agreement hereby. Whether or not the Sale is consummated, Purchaser shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any third party or any Transaction Document; (ii) resolve Governmental Entity in order to obtain any objections that may be asserted by consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 5.03, other than the applicable Governmental Authority as promptly as practicable fees of and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties payments to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedSeller’s legal and professional advisors.

Required Actions. (a) The Company and Parent shall, as promptly as possible, (i) makeEach of the parties shall use their respective reasonable best efforts to take, or cause to be madetaken, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing)actions, and (ii) to thereafter use commercially reasonable efforts to obtaindo, or cause to be obtaineddone, and assist and cooperate with the other parties in doing, all things reasonably appropriate to consummate and make effective, as soon as reasonably possible, the Transactions. (b) In connection with Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to (x) take all action reasonably appropriate to ensure that no Anti-Takeover Statute is or becomes applicable to this Agreement or the Transactions and (y) if any Anti-Takeover Statute becomes applicable to this Agreement or the Transactions, take all action reasonably appropriate to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) In connection with Section 6.03(a), Parent and the Company shall cooperate in good faith to seek to obtain all consents, authorizationsapprovals and waivers required by the terms of any material Contracts with third parties or material Permits in connection with the transactions contemplated hereby. (d) In connection with Section 6.03(a), orders the Company and approvals Parent shall make all filings, including filing a Notification and Report form under the HSR Act, as promptly as practicable with the Governmental Entities from all Governmental Authorities whether federal, state, local, whom Consents or foreign, which may nonactions are required to be required obtained in connection with the consummation of the transactions contemplated under this Agreement Merger and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates transactions contemplated by this Agreement in promptly seeking order to obtain all such consentsrequired Consents or nonactions from such Governmental Entities, authorizationsin each case with respect to the Merger, orders so as to enable the Closing to occur as soon as reasonably possible, and approvalsin any event no later than the End Date; provided, however, that neither Parent nor the Company shall be required pursuant to this Section 6.03(d) to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act that is not conditioned upon the consummation of the Merger or that would or would reasonably be expected to result in (i) a prohibition or limitation on the ownership, operation or freedom of action by the Company, Parent or any of their respective Subsidiaries of or with respect to any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries, (ii) the Company, Parent or any of their respective Subsidiaries being compelled to dispose of or hold separate any portion of the business, properties or assets of the Company, Parent or any of their respective Subsidiaries, in each case as a result of the Merger, (iii) any prohibition or limitation on the ability of Parent to acquire or hold, or exercise full right of ownership of, any shares of the capital stock of the Company or the Company Subsidiaries, including the right to vote, or (iv) any prohibition or limitation on Parent effectively controlling the business or operations of the Company and the Company Subsidiaries, if any such actions set forth in clauses (i) through (iv) of this Section 6.03(d) would materially impair the expected benefits of the transaction (a “Detriment”). The parties hereto If the actions taken by Parent and the Company pursuant to the immediately preceding sentence do not result in the conditions set forth in Sections 7.01(c) and (d) being satisfied, then, during the term of this Agreement, each of Parent and the Company shall not willfully take use their reasonable best efforts to participate in any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any action by any Governmental Entity to prevent or enjoin the consummation of the Transactions or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to block consummation of the Transactions, including by defending any suit, action or other legal proceeding brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Legal Restraint resulting from any suit, action or other legal proceeding that will have the effect of delaying, impairing or impeding the receipt of would cause any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly condition set forth in Section 5.04 of the Disclosure Schedules7.01(c) or (d) not to be satisfied. (ce) Without In connection with and without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) aboveforegoing, each of Parent and the parties hereto shall use commercially reasonable efforts toCompany shall: (i) make or cause to be made as promptly as reasonably practicable (and in any event no later than 15 Business Days following the date of this Agreement), in consultation and cooperation with the other, all filings required under the HSR Act relating to the Merger; (ii) use its reasonable best efforts to furnish to the other all assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 6.03(d); (iii) give the other reasonable prior notice of any such registration, declaration, submission, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the Merger (including with respect to any of the actions referred to in Section 6.03(d) and in this Section 6.03(e)), and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, submission, notice, filing or communication; (iv) use its reasonable best efforts to respond as promptly as reasonably practicable to any inquiries and furnish or requests received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information reasonably requested by or documentary material in connection with antitrust, competition, trade regulation or similar matters (including a “second request” under the HSR Act), and not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Authority regarding antitrust Entities or other matters with respect authorities not to consummate any of the transactions contemplated by this Agreement Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or any Transaction Document;delayed; and (iiv) resolve any objections that may be asserted unless prohibited by applicable Law or by the applicable Governmental Authority as promptly as practicable Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(d) and avoid in this Section 6.03(e)) without the imposition other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any order such meeting or the taking of any action that would restrainconversation, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iiiC) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Merger, articulating any regulatory or competitive argument, or responding to requests or objections made by any Governmental Order adversely affecting Entity and permit the ability other to review and discuss in advance, and consider in good faith the views of the parties other in connection with the filing of such materials, and (E) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to consummate the transactions contemplated by this Agreement and the Merger, subject to redaction of competitively sensitive information, valuation material or information subject to attorney client privilege. (f) Notwithstanding anything else contained herein but subject to the proviso of the first sentence of Section 6.03(d), the provisions of this Section 6.03 shall not be construed to require the Company, Parent or their respective Subsidiaries to offer, take, commit to or accept any Transaction Document has been issuedaction, restrictions or limitations of or on the Company, Parent or their respective Subsidiaries, or to have permit such Governmental Order vacated actions, restrictions or liftedlimitations without the prior written consent of the other party, if such actions, restrictions or limitations, individually or in the aggregate, would or would reasonably be expected to result in a Detriment. (g) The Company shall promptly (and in any event within 24 hours of becoming aware of such Company Default) notify Parent in writing upon the occurrence of any Company Default.

Required Actions. (a) The Company Purchaser, New CommerceOne and Parent shall, as promptly as possibleand shall cause their Affiliates to, (i) makeuse reasonable best efforts to take all actions, and do, or cause to be madedone, all filings and submissions required things necessary, proper or advisable under any applicable Law (providedLaws to cause all conditions set forth in Article IX to be satisfied and to consummate and make effective in the most expeditious manner possible the Sale, that neither the Company, on the one hand, nor Parent, on Mergers and the other handtransactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement, (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Purchaser, New CommerceOne or Parent or any of their respective Affiliates in connection with the Sale, the Mergers and the other transactions contemplated by this Agreement and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale, the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Neither Purchaser, New CommerceOne nor Parent shall, and each shall cause its Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article IX, including acquiring or agreeing to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agreeing to, soliciting, offering, proposing or recommending any of the foregoing, to the extent it would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article IX. For avoidance of doubt, any action taken by New CommerceOne or Parent or their respective Affiliates pursuant to and consistent with the terms of the Merger Agreement shall not be deemed a breach of the foregoing covenant if such party’s failure foregoing. (b) Prior to timely file is a result the Closing, to the extent not prohibited by applicable Law, Purchaser, New CommerceOne and Parent shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other party’s failure transactions contemplated by this Agreement, including the expiration or termination of the waiting period applicable to the Sale and the other transactions contemplated by this Agreement under the HSR Act or any other applicable Competition Laws, and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity relating to the completion of the Sale and the other transactions contemplated by this Agreement. In that regard, each party shall (i) promptly provide any information and assistance as the requisite materials other party may reasonably request with respect to all notices, submissions or filings made by or on behalf of such party or any of its Affiliates with any Governmental Entity in connection with this Agreement, the Sale, the Mergers and signatures or otherwise take the requisite steps necessary for such filing)other transactions contemplated by this Agreement, and (ii) promptly inform the other party to thereafter use commercially reasonable efforts this Agreement, and, if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any communication from or to obtainany Governmental Entity regarding the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written or cause oral communication or submission with or to be obtainedany such Governmental Entity. Neither Purchaser, all consents, authorizations, orders and approvals from all New CommerceOne nor Parent shall participate in any meeting with any Governmental Authorities whether federal, state, local, or foreign, which may be required Entity in connection with this Agreement or the consummation of Sale, or with any other Person in connection with any proceeding or Action by a private party relating to the transactions contemplated HSR Act or any other applicable Competition Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Notwithstanding the foregoing, Purchaser, New CommerceOne and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel only.” Such designated materials provided by Purchaser to Parent or New CommerceOne, New CommerceOne to Purchaser or Parent or by Parent to Purchaser or New CommerceOne pursuant to this Section 6.3, and the other Transaction Documents. The Company information contained therein, shall be given only to the outside legal counsel of the recipient and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delayingbe disclosed by such outside counsel to employees, impairing officers or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 directors of the Disclosure Schedulesrecipient unless express permission is obtained in advance from the source of the materials (Purchaser, New CommerceOne or Parent, as the case may be); it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business or the Sale Process, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable privilege concerns. (c) Without limiting Purchaser, New CommerceOne and Parent shall file or cause to be filed, any required notifications under the generality HSR Act as promptly as practicable, but in any event no later than thirty days after the date of this Agreement, and will supply as promptly as practicable any additional information and documentary materials that may be required or advisable and to take all other actions necessary to cause the expiration or termination of the parties’ undertakings pursuant applicable waiting periods under the HSR Act as promptly as practicable. (d) Purchaser, New CommerceOne and Parent shall, and shall cause their Affiliates to, use their respective reasonable best efforts (including agreeing to subsections amendments to this Agreement or any Ancillary Agreement) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale, the Mergers and the other transactions contemplated by this Agreement under any applicable Law, including the HSR Act and any other applicable Competition Laws. In connection therewith, if any Action is instituted (aor threatened to be instituted) challenging this Agreement, the Sale or the other transactions contemplated by this Agreement as violative of any applicable Law, including the HSR Act or any other applicable Competition Laws, Purchaser, New CommerceOne and Parent shall jointly (bto the extent practicable) aboveuse their reasonable best efforts to initiate and participate in any proceedings, each of the parties hereto shall use commercially reasonable efforts to: whether judicial or administrative, in order to (i) respond promptly oppose or defend against any Action by any Governmental Entity that would prevent, delay or enjoin the consummation of the Sale or the other transactions contemplated by this Agreement and (ii) take such action as necessary to overturn any inquiries regulatory Action by any Governmental Entity the effect of which would be to block consummation of the Sale or the other transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Sale or the other transactions contemplated by this Agreement resulting from any such Action. Notwithstanding the foregoing, nothing contained in this Section 6.3(d) shall be deemed to require (1) Parent or New CommerceOne or any of their respective Affiliates to take, and furnish neither Parent nor New CommerceOne or any additional information of their respective Affiliates shall be permitted (without the written consent of the other) to take, any action, or commit to take any action, that (A) would reasonably be expected to have a material adverse effect on New CommerceOne and its Subsidiaries, taken as a whole, after giving effect to the Mergers, the Conversion, the Distribution, the Sale and other transactions contemplated by this Agreement and the Merger Agreement, or (B) is not conditioned on the Closing or (2) Purchaser or any of its Affiliates to take any action, or commit to take any action, that (A) would reasonably be expected to have a Business Material Adverse Effect after giving effect to the Sale and other transactions contemplated by this Agreement, or (B) is not conditioned on the Closing. (e) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority regarding antitrust Entity or other matters with respect third party so as to cause the transactions contemplated by this Agreement or any Transaction Document; (ii) resolve any objections that may conditions in Article IX to be asserted by satisfied so as to enable the applicable Governmental Authority Closing to occur as promptly as practicable practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all fees and avoid the imposition of payments (including filing fees and legal, economist and other professional fees) to any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement third party or any Transaction Document; and (iii) Governmental Entity in order to obtain any consent, finding of suitability, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 6.3, other than the event any Governmental Order adversely affecting the ability fees of the parties and payments to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedParent’s legal and professional advisors.

Required Actions. (a) The Company In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent shall, and Purchaser will use reasonable best efforts to take any and all steps and agree to any and all regulatory remedies or commitments necessary to avoid or eliminate each and every impediment under the HSR Act and any other applicable Antitrust Laws that may be asserted by any Governmental Authority so as to enable the Transactions to be consummated as promptly as possiblepracticable, and in any event prior to the Termination Date, including using reasonable best efforts to (i) makeoffer, negotiate, commit to and effect, by consent decree, hold separate order or cause to be madeotherwise, (A) the sale, divestiture, license or other disposition of any and all filings of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent and submissions required under any applicable Law (provided, that neither the CompanyPurchaser, on the one hand, nor Parentand the Company and its Subsidiaries, on the other hand (provided, that any of the foregoing actions in this clause (A) shall be conditioned on the occurrence of the Closing); and (B) any other restrictions on the activities of Parent and Purchaser, on the one hand, and the Company and its Subsidiaries, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing), ; and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions under the HSR Act and other applicable Antitrust Laws. Without limiting any other obligations of the Buyer Parties in this Section 7.2, the Buyer Parties shall have the right to thereafter use commercially reasonable efforts control and direct the process, strategy and determinations by which the Parties hereto seek to obtainavoid or eliminate impediments that may exist, arise or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, asserted under the HSR Act or foreign, which may be required other Antitrust Laws in connection with the consummation of transaction contemplated by this Agreement, provided that the transactions contemplated under this Agreement and Buyer Parties reasonably consult with the other Transaction Documents. The Company and its Subsidiaries outside counsel and Representatives shall cooperate with Parent and its Affiliates consider all suggestions in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvalsgood faith. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document; (ii) resolve any objections that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or lifted.

Required Actions. (a) The Company Purchaser and Parent Seller shall, as promptly as possibleand shall cause their respective Affiliates to, take all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition Laws or under the FPA or with respect to any other Required Approval) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to fulfill all conditions set forth in Article VIII and not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article VIII. Without limiting the foregoing, with the exception of actions or circumstances under FERC Docket No. EC21-74, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the foregoing, to the extent it would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article VIII. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity for the Sale and the other transactions contemplated by this Agreement. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party shall promptly consult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other party to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party of) any communication from any Governmental Entity regarding the Sale or the other transactions contemplated by this Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity regarding the Sale or the other transactions contemplated by this Agreement. If any party to this Agreement or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, then such party shall make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate response in compliance with such request. Each party shall not participate in any meeting with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any Action by a private party relating to the HSR Act or any other applicable Competition Laws or the FPA or any other Required Approvals in connection with this Agreement or the Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by applicable Law, each party shall furnish the other party with copies of all correspondence, filings, submissions and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity or other such Person with respect to this Agreement and the Sale or the other transactions contemplated by this Agreement, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person regarding the Sale or the other transactions contemplated by this Agreement. Purchaser and submissions Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/corporate in-house antitrust counsel only.” Such designated materials provided by Purchaser to Seller or by Seller to Purchaser pursuant to this Section 5.3, and the information contained therein, shall be given only to the outside legal counsel and corporate in-house antitrust counsel of the recipient and shall not be disclosed by such outside counsel and corporate in-house antitrust counsel to employees (other than corporate in-house antitrust counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business or the Sale Process, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable privilege concerns. (c) Purchaser and Seller shall file or cause to be filed (i) any required notifications under the HSR Act as promptly as practicable, but in any event no later than five (5) Business Days after the date of this Agreement, (ii) an application under Section 203 of the FPA as promptly as practicable, but in any event no later than fifteen (15) Business Days after the date of this Agreement, and (iii) except as otherwise provided herein, any filings and/or notifications required in respect of any other Required Approvals as promptly as practicable after the date of this Agreement. Seller shall file or cause to be filed any required filings with FERC to modify or re-approve the existing rate schedule for compensation for Reactive Supply and Voltage Control from Generation Sources Service (and shall use reasonable efforts, in good faith coordination with Purchaser pursuant to this Section 5.3(c), to make such filing no later than November 8, 2021, and in any event shall make such filing no later than November 15, 2021) (the “Reactive Update”). Within fifteen (15) days after the date of this Agreement, and every fifteen (15) days thereafter, Seller shall meet with Purchaser and its advisors and consultants to provide an update on the status of the preparation of the Reactive Update. During such meeting, Seller shall provide Purchaser and its advisors and consultants with copies of any existing drafts of the Reactive Update and any existing draft work papers associated with the Reactive Update. Seller shall include and incorporate, to the maximum extent possible, any edits and comments to such drafts provided by Purchaser or its advisors and consultants. Seller shall include Purchaser and its advisors and consultants in any communications with FERC regarding the Reactive Update and shall invite Purchaser and its advisors and consultants to any meeting with FERC regarding the Reactive Update. In the event that the parties receive a request for additional information or documentary materials after an initial notification pursuant to the HSR Act or any other applicable Competition Laws, or a request for additional information from FERC or any other Governmental Entity in connection with any other Required Approvals, the parties shall use their respective reasonable best efforts to comply with such requests, as applicable, as promptly as possible and produce documents, responses to interrogatories, or other information on a rolling basis, and counsel for both parties shall closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale and the other transactions contemplated by this Agreement under any applicable Law Law. In connection therewith, if any Action is instituted (provided, that neither or threatened to be instituted) challenging the Company, on the one hand, nor Parent, on Sale or the other handtransactions contemplated by this Agreement as violative of any applicable Law, Purchaser and Seller shall be jointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in breach any proceedings, whether judicial or administrative, in order to (i) oppose or defend against any Action by any Governmental Entity to prevent or enjoin the consummation of the foregoing covenant if Sale or the other transactions contemplated by this Agreement and/or (ii) take such party’s failure action as necessary to timely file is a result overturn any regulatory Action by any Governmental Entity to block consummation of the Sale or the other party’s failure transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity in order to provide avoid the requisite materials entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Sale or the other transactions contemplated by this Agreement resulting from any such Action. (e) Notwithstanding any other provision of this Agreement, with the exception of actions or circumstances under FERC Docket No. EC21-74, Purchaser shall, and signatures shall cause its Affiliates to, take all actions necessary to avoid or otherwise take eliminate each and every impediment under applicable Law, so as to enable the requisite steps necessary for such filingClosing to occur as promptly as practicable (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, licensing, divestiture or disposition of any businesses, assets or properties of the Transferred Entities, Purchaser and their respective Affiliates, and (ii) otherwise taking or committing to thereafter use commercially reasonable efforts to obtaintake actions that after the Closing would limit Purchaser’s, the Transferred Entities’ or their respective Affiliates’ freedom of action with respect to, or cause its or their ability to be obtainedretain, all consentsoperate, authorizationsvote, orders and approvals from all Governmental Authorities whether federaltransfer, state, localreceive dividends, or foreignotherwise exercise full ownership rights with respect to any businesses, assets or properties of the Transferred Entities, Purchaser and their respective Affiliates. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.3(e) shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. Notwithstanding the foregoing or anything herein to the contrary, in no event shall Purchaser or any of its Affiliates, including any portfolio company in which may a fund advised by ArcLight Capital Partners, LLC is invested (other than Purchaser or its Subsidiaries), be required to (and nothing in connection with the consummation this Section 5.3 shall be interpreted as requiring Purchaser or any of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully to) (x) take any action that will is not conditioned upon the Closing or (y) consent to any divestiture, hold separate order, limitation on conduct or other remedial action impacting any business or Person other than the Transferred Entities. Notwithstanding anything herein to the contrary, Seller shall not be obligated to take, or agree or commit to take, any action (A) that is not conditioned on the Closing or (B) that relates to the Retained Businesses, and in no event shall Seller or any of its Affiliates be required to be the licensing, selling, divesting, transferring, disposing or encumbering party under any such agreements or transactions described above unless required by the relevant Governmental Entity or applicable Law, and, in any case, Seller and its Affiliates shall have the effect of delaying, impairing no direct or impeding the receipt indirect obligation or Liability in respect of any required consentssuch agreements or transactions, authorizationsincluding any indemnification obligations, orders for which Seller and approvalsits Affiliates are not fully indemnified by Purchaser. (bf) The Company and Parent shall Purchaser agrees to use commercially reasonable best efforts to give all notices toprovide such security and assurances as to financial capability, resources and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information creditworthiness as may be reasonably requested by any Governmental Authority regarding antitrust Entity or other matters third party whose consent or approval is sought in connection with the transactions contemplated hereby; provided that the Purchaser’s obligations in respect of Seller Guarantees shall be governed by Section 5.9 and not by this Section 5.3(f); provided, further, that Purchaser shall have no obligation under this Section 5.3(f) in connection with an Excluded Liability. Whether or not the Sale is consummated, Purchaser shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any Governmental Entity in order to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 5.3, other than the fees of and payments (x) to Seller’s legal and professional advisors and (y) arising out of any Excluded Liability. (g) Notwithstanding anything to the contrary herein, if (i) any State Regulatory Condition is not satisfied by the Outside Date or (ii) a Substantial Detriment has been imposed by a Governmental Entity in connection with any State Regulatory Condition, then Seller and Purchaser shall, at Seller’s option, (x) (A) exclude from the transactions contemplated by this Agreement or any Transaction Document; (ii) resolve any objections each Transferred Entity and/or Facility, as applicable, that may be asserted by the applicable Governmental Authority as promptly as practicable and avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have caused such Governmental Order vacated or lifted.Substantial Detriment

Required Actions. (a) The Subject to the terms and conditions set forth in this Agreement, Parent, Acquirer and the Company and Parent shall, as promptly as possibleand shall cause their respective Affiliates to, (i) makeuse their respective reasonable best efforts to take, or cause to be madetaken, all filings actions and submissions do, or cause to be done, all things reasonably necessary, proper or advisable under any Applicable Laws to consummate and make effective in the most expeditious manner possible the Transactions, including (i) the preparation and filing of all forms, registrations, notifications and notices required to be filed to consummate the Transactions, (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order, non-objection or approval of, or any exemption by, any Governmental Authority required or advisable to be obtained or made by Acquirer or the Company or any of their respective Affiliates in connection with the Transactions (including, for the avoidance of doubt, the Required Approvals), and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each of Parent and the Company shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to fulfill all conditions set forth in Article 9. Each of Parent, Acquirer and the Company shall not, and shall cause its respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order, non-objection or approval of, or any exemption by, any Governmental Authority necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any material delay in satisfying, any condition set forth in Article 9, including acquiring or agreeing to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agreeing to, soliciting, offering, proposing or recommending any of the foregoing, to the extent it would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order, non-objection or approval of, or any exemption by, any Governmental Authority necessary to be obtained at or prior to the Closing or would reasonably be expected to result in the failure to satisfy, or any material delay in satisfying, any condition set forth in Article 9. (b) Prior to the Closing, to the extent not prohibited by Applicable Law, Acquirer and the Company shall each keep the other apprised of the status of matters relating to the completion of the Transactions, including the expiration or termination of the waiting period applicable to the Transactions under any applicable Law Antitrust Laws or any applicable Foreign Investment Laws and the receipt of any other applicable Required Approval and CFIUS Approval, and work cooperatively in connection with obtaining all required or advisable consents, clearances, expirations or terminations of waiting periods, authorizations, Orders, non-objections or approvals of, or any exemptions by, any Governmental Authority. In that regard, each of Acquirer and the Company shall (provided, that neither the Company, on the one hand, nor Parent, on i) promptly provide any information and assistance as the other handParty may reasonably request with respect to all notices, shall be submissions or filings made by or on behalf of such Party or any of its Affiliates with any Governmental Authority in breach of connection with this Agreement and the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing)Transactions, and (ii) promptly inform the other Parties, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party of) any material communication from or to thereafter use commercially any Governmental Authority regarding the Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed material written or oral communication or submission with or to any such Governmental Authority; provided that no Party shall be obligated to provide such information if such Party determines, in its reasonable efforts to obtainjudgment, that doing so may violate any applicable Law or jeopardize protection of attorney client privileges. No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement or the Transactions, or cause with any other Person in connection with any Proceeding by a private Party relating to any Antitrust Laws, Foreign Investment Laws or Required Approvals in connection with this Agreement or the Transactions, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat. Notwithstanding the foregoing, Acquirer and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive or otherwise commercially confidential material provided to the other Party under this Agreement as “outside counsel only.” Such designated materials provided by Acquirer to the Company or by the Company to Acquirer pursuant to this Section 8.01, and the information contained therein, shall be obtainedgiven only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Acquirer or the Company, as the case may be); it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with Applicable Law, (iii) as necessary to address reasonable privilege concerns and (iv) as necessary to remove personal identifiable information. Acquirer and the Company shall jointly develop, determine and cooperate with one another with respect to the strategy, timing and form for obtaining all consents, authorizationswaiting period expirations or terminations, orders and waivers, non-objections or approvals from all Governmental Authorities whether federal, state, local, or foreign, which that may be required sought from any Governmental Authority pursuant to this Section 8.01; provided, however, that in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt event of any required consentsdisagreement between the Parties with respect to the matters described in the foregoing clause, authorizations, orders and approvals. (b) The Company and the determination of Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly set forth in Section 5.04 of the Disclosure Schedulesprevail. (c) Parent, Acquirer and the Company shall file or cause to be filed, (i) any required notifications under the HSR Act as promptly as practicable, but in any event no later than twenty (20) Business Days, after the date of this Agreement and shall supply as promptly as practicable any additional information and documentary materials that may be required or advisable pursuant to the HSR Act and shall use its respective reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as promptly as practicable (ii) any required notifications in relation to the FCA Approvals and the CBI Approval as promptly as practicable, but in any event no later than twenty (20) Business Days, after the date of this Agreement, (iii) a draft of the CFIUS Notice as promptly as practicable, but in any event no later than thirty (30) Business Days, after the date of this Agreement, and shall file, as promptly as practicable after the resolution of all questions and comments received from CFIUS staff regarding such draft of the CFIUS Notice (or receipt of confirmation that CFIUS staff have no such questions or comments), the CFIUS Notice with CFIUS in accordance with the DPA and shall provide CFIUS with any additional information requested by CFIUS in connection with its review or investigation of the Transactions as promptly as practicable and in any event within the time required by the DPA (including pursuant to any extension permitted by CFIUS staff) and (iv) any other filings and/or notifications required or advisable in respect of any Required Approvals, whether in draft or final form (as required under Applicable Law), as promptly as practicable (but with respect to any filings required under the Competition Act (R.S.C., 1985, c. C-34, as amended) and the Irish Competition Act 2002 (as amended), in no event later than twenty (20) Business Days after the date of this Agreement), and shall supply as promptly as practicable any additional information and documentary materials that may be reasonably requested in respect of any Required Approvals and, subject to the terms and conditions of this Agreement, shall use its respective reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or to obtain Consents under such Required Approvals. (d) If any Proceeding is instituted (or threatened in writing to be instituted) challenging the Transactions as violative of any Applicable Law, including any applicable Antitrust Laws or any applicable Foreign Investment Laws, Parent, Acquirer and the Company shall jointly (to the extent practicable) use their best efforts to initiate and/or participate in any Proceedings, whether judicial or administrative, in order to (i) oppose or defend against any Proceeding by any Governmental Authority to prevent or enjoin the consummation of the Transactions and/or (ii) take such action as necessary to overturn any regulatory Proceeding by any Governmental Authority to block consummation of the Transactions, including by defending any such Proceeding brought by any Governmental Authority in order to avoid the entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Transactions resulting from any such Proceeding. Notwithstanding anything to the contrary in this Agreement, (x) nothing in this Agreement shall require or be construed to require any Party to litigate in any court to seek to vacate or terminate or avoid the entry of any Order under the DPA and (y) in the event of a CFIUS Turndown, no Party shall have any further obligation to seek CFIUS Approval. (e) Parent and Acquirer shall, and shall cause its Affiliates to, use its reasonable best efforts to take all actions necessary to avoid or eliminate each and every impediment under Applicable Law, including any applicable Antitrust Laws or any applicable Foreign Investment Laws, so as to enable the Closing to occur as promptly as practicable, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate Order, or otherwise, the sale, licensing, divestiture or disposition of any businesses, product lines or assets of the Company, Parent and their respective Affiliates, and (ii) otherwise taking or committing to take actions that after the Closing would limit Acquirer’s, the Company’s or their respective Affiliates’ freedom of action with respect to, or its or their ability to retain, operate, vote, transfer, receive dividends, or otherwise exercise full ownership rights with respect to any businesses, product lines or assets of the Company, Acquirer and their respective Affiliates (the actions referred to in clauses (i) and (ii), together with any other behavioral remedy requested or imposed by a Governmental Authority in order to achieve clearance under Applicable Law, including any applicable Antitrust Laws or any applicable Foreign Investment Laws, a “Remedy Action”); provided that, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including this Section 8.01 and the “reasonable best efforts” standard set forth herein, shall require or be construed to require Acquirer or any of its Affiliates to propose, negotiate, commit to, accept or effect any Remedy Action that would result in a Burdensome Condition. Without the prior written consent of Parent or Acquirer (such consent or non-consent to be consistent with, and subject to, the obligations of Parent or Acquirer set forth in Section 8.01), the Company and its Subsidiaries will not take or agree to take any Remedy Action in connection with Applicable Laws, including any applicable Antitrust Laws or any applicable Foreign Investment Laws, regardless of whether such action would constitute a Burdensome Condition. In addition, in no event shall the Parties be required to proffer, consent to or agree to or effect any Remedy Action that is not conditioned upon the closing of the Transactions. (f) Prior to the First Effective Time, each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to obtain, and to cooperate in obtaining, all material Consents from Persons (other than any Governmental Authority) necessary or appropriate to permit, or otherwise triggered by, the consummation of the Transactions; provided, however, that, with respect to seeking or obtaining any such Consents, the Parties (and their respective Affiliates) shall not be required to undertake any extraordinary measures, including (i) the waiver of any condition to Closing in its favor, (ii) the initiation or prosecution of any Proceedings, (iii) the expenditure of payment of funds in excess of normal and usual administrative and processing fees, if any, or (iv) the giving of any other consideration by the Parties (and their respective Affiliates), including any adjustment to the Merger Consideration. Whether or not the Transactions are consummated, Acquirer shall be responsible for all filing fees under the HSR Act, the DPA and any other filings and/or notifications required in respect of any Required Approvals. (g) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the parties’ undertakings of the Parties pursuant to subsections this Section 8.01, the Company agrees to, as soon as practicable after the date hereof, prepare and cause the CMA to be filed with FINRA, and shall provide Acquirer with an opportunity to review and comment upon the CMA (awhich comments the Company shall consider in good faith) and (b) aboveprior to the filing thereof with FINRA. Acquirer will, each of as promptly as reasonably practicable, supply to the parties hereto shall use commercially reasonable efforts to: Company all information requested by the Company as is reasonably necessary (i) respond promptly for the Company to any inquiries prepare the CMA and furnish any satisfy requests for additional information reasonably requested by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document; related thereto from FINRA and (ii) resolve in connection with any objections that may be asserted by other transactions involving the applicable Governmental Authority as promptly as practicable and avoid Company or its Subsidiaries requiring FINRA approval prior to the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or liftedClosing.

Required Actions. (a) The Company and Parent shall, as promptly as possible, (i) make, or cause Notwithstanding anything to be made, all filings and submissions required under any applicable Law (provided, that neither the Company, on the one hand, nor Parent, on the other hand, shall be in breach of the foregoing covenant if such party’s failure to timely file is a result of the other party’s failure to provide the requisite materials and signatures or otherwise take the requisite steps necessary for such filing), and (ii) to thereafter use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities whether federal, state, local, or foreign, which may be required in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents. The Company and its Subsidiaries and Representatives shall cooperate with Parent and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Company and Parent shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are expressly contrary set forth in this Agreement, Parent shall not be obligated under this Section 5.04 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use commercially reasonable efforts to: (i) respond promptly to any inquiries and furnish any additional information reasonably requested by any Governmental Authority regarding antitrust 5.08 or other matters otherwise with respect to the transactions contemplated by this Agreement, to take or refrain from taking or to agree to it, its Affiliates or Subsidiaries or the Company or its Subsidiaries taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, exhibit or schedule, including this Agreement and the Exhibits and Schedules to this Agreement) or agree to or accept to any limitation, action, restriction, condition or requirement which, individually or together with all other such limitations, actions, restrictions, conditions or requirements, would, or would reasonably be expected to, (i) impose any requirement on Parent or any Transaction Document; of its Affiliates (including the Company or any of its Subsidiaries), or their respective shareholders or investors to make, or commit to make, other than as contemplated by the Summary Business Plan, any material capital contribution or enter into or issue any capital guarantee or keep well that would require any material contribution of capital or making a similar capital contribution undertaking, or impose, other than as contemplated by the Summary Business Plan, any non-di minimis adverse condition or non-di minimis adverse limitation on the Equity Investors or any of their investment funds, portfolio companies or other Affiliates (with respect to such conditions or limitations, other than Parent, the Company (after Closing) or any of their Subsidiaries), (ii) resolve require any objections that may materially adverse deviation from the key terms of, or materially impair the aggregate economic benefits reasonably expected to be asserted derived by Parent and its Affiliates from the applicable Governmental Authority as promptly as practicable execution of, the Summary Business Plan with respect to the Company and avoid the imposition of any order Company Insurance Subsidiaries or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and (iii) have a materially adverse effect on the business, results of operations of financial condition of the Company and its Subsidiaries, taken as a whole (any such requirement, individually or together with all other such requirements, a “Burdensome Condition”). Without the prior written consent of Parent, the Company shall not (and shall cause its Subsidiaries not to) take any action or agree to the taking or refraining from any action or accept any limitation, action, restriction, condition or requirement that, individually or in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement aggregate, would, or any Transaction Document has been issuedwould be reasonably expected to, to have such Governmental Order vacated or liftedresult in a Burdensome Condition.