Common use of Required Actions Clause in Contracts

Required Actions. (a) Seller and Purchaser will, and will cause their respective Affiliates to, cooperate with each other and use best efforts to (i) negotiate, prepare and file as promptly as practicable 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing to take actions that, after the Closing Date, would limit Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closing.

Required Actions. (a) Seller Purchaser and Purchaser willSellers shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and will to do, or cause their respective Affiliates toto be done, cooperate all things 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 and notices required to be filed to consummate the Sale; (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) the Required Regulatory Approvals; (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Sale and to fully carry out the purposes of this Agreement, and (iv) not acquiring any senior notes issued under the Embarq Indenture for purposes of asserting an Event of Default (as defined in the Embarq Indenture) thereunder. Additionally, each of Sellers and Purchaser (1) shall use reasonable best efforts to (i) negotiatetake, prepare and file as promptly as practicable or cause to be taken, all necessary applications, notices, petitionsactions, and filingsdo, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and execute all agreements (2) shall 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 Required Regulatory Approval; provided, however, that Purchaser shall be permitted to file any additional or updated applications for any Required Regulatory Approval that may be required in connection with obtaining Debt Financing Sources or equity investments in Purchaser between the date hereof and documentsClosing (collectively, “New Financers/Investors”), as long as Lumen has approved any such New Financers/Investors in writing before or after the date of this Agreement (such approval not to be withheld, conditioned or delayed, to the extent required by Law or Order any such approval would not reasonably be expected to result in the Closing occurring later than the Outside Date). (b) Prior to the Closing, Purchaser and Sellers shall each keep the other reasonably apprised of the status of matters relating to the completion of the Sale and work cooperatively in connection with obtaining any Required Regulatory Approval, including by working cooperatively in connection with any sales, divestitures or dispositions of assets or businesses if and to the executionextent required to be undertaken pursuant to the provisions of this Section 5.6. In that regard, delivery and performance prior to the Closing, 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 its 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 and the consummation Sale. 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 orally of) any material communication from any Governmental Entity regarding the Sale, and permit the other party to review and discuss in advance, and consider in good faith the views 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 other party in connection with, any proposed material written or oral communication with the execution, delivery and performance of any such Governmental Entity. If either party to 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 or any representative of such filings, and respond as promptly as practicable to any requests party receives a request for additional information made in connection therewith by or documentary material from 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 Entity with respect 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. In furtherance and not in limitation of the foregoingSale, each of Seller and Purchaser then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate filing of a Notification and Report Form pursuant to response in compliance with such request. To the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and extent practicable, neither Sellers nor Purchaser shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby, each of Seller and Purchaser shall Sale (and will cause its Affiliates to): (i) inform the other Party or make oral submissions at meetings or in advance of any such communication, meeting, telephone or other contact which such Party or any of its Affiliates proposes or intends to make, including the subject matter, contents, intended agenda and other aspects of any of the foregoing; (iiconversations) consult and cooperate unless it consults with the other Party, party in advance and to take into account the comments of gives the other Party in connection with any of party the matters covered opportunity to attend and participate thereat. To the extent permitted by Section 5.5(a); (iii) permit Representatives of Law, each party shall furnish the other Party to participate 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 party with copies of all written material correspondence, filings and material communications with between it and any such Governmental Entity relating with respect to this Agreement and the Sale, and furnish the other party with such reasonably 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. Notwithstanding anything in this Section 5.6 to the contrary, neither Purchaser nor Sellers shall be obligated to take or agree to commit to take any action that would violate applicable Law or their respective covenants under the Confidentiality Agreement or Section 5.5. (c) Purchaser and Sellers shall file, as promptly as practicable, but in any event no later than sixty-five (65) calendar days after the date of this Agreement (unless mutually extended by Purchaser and Sellers), notifications under the foregoing; provided furtherHSR Act, howeverand Purchaser and Sellers shall file and provide, Purchaser shall have as promptly as practicable, any other filings and/or notifications or information required to obtain the principal responsibilityRequired Regulatory Approvals, in consultation including to the extent applicable, filing all applications with the CompanyFCC and any applicable State Regulators that may be required by the Communications Act or similar rules, regulations, policies, instructions and orders of State Regulators. In the event that the parties receive a request for determining any additional information after any such notification or filing, the parties shall respond to such requests, as applicable, as promptly as possible, and implementing counsel for both parties will closely cooperate during the strategy for obtaining entirety of any necessary clearancesuch investigatory or review process. (d) Purchaser and Sellers shall use their respective reasonable best efforts to resolve such objections, consentsif any, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that as may be asserted by any Governmental Entity with respect to the transactions contemplated Sale under this Agreement the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the Communications Laws, or any other United States federal or state or foreign or supranational Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade (collectively, “Competition Laws”), or any other United States federal or state or foreign or supranational Laws relating to regulation of the Business (together with the Competition Laws, the “Regulatory Laws”). In connection therewith, if any Proceeding is instituted (or threatened to be instituted) challenging the Sale as violative of any Regulatory Laws, Purchaser and Sellers shall do so jointly (to the extent practicable) use their respective reasonable best efforts to participate in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable andProceedings, whether judicial or administrative, in order to: (i) oppose or defend against any event prior action by any Governmental Entity to prevent or enjoin the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation consummation of the Business, Sale; and/or (Bii) take such action as necessary to comply with contractual arrangementsoppose any regulatory action by any Governmental Entity to block consummation of the Sale, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Nothing in this Section 5.5(b) will apply to or restrict communications or other actions including by a Party with or with respect to defending any 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 Proceeding. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (1) Purchaser shall, on behalf of the parties, have the principal responsibility for all communications, strategy, and other aspects relating to all applicable Competition Laws in connection with obtaining the Required Regulatory Approvals or causing the waiting periods or other requirements under such Competition Laws to terminate or expire no later than the Outside Date; (2) neither Purchaser nor Sellers will withdraw its business or their filing under the HSR Act or enter into any timing agreement with any Governmental Entity without the written consent of the other party; and (3) if any Seller is named as a party to any lawsuit, such Seller shall have the right to act independently provided that such Seller shall consider Purchaser’s views and comments in the ordinary course of businessgood faith. (ce) Without limiting Notwithstanding any other provision of this Agreement, but subject in all respects to the foregoinglast sentence in this Section 5.6(e), Purchaser and Seller shall nottake all reasonable actions necessary, 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 under any Governmental Entity in connection with obtaining the Required Regulatory Approvals Laws, so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including including: (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Acquired Subsidiaries, Purchaser, and their respective Subsidiaries; (ii) conducting the Business after the Closing Date in a specified manner; (iii) committing to make capital expenditures or other expenditures in the Territory, including, in each case, by agreeing to undertakings required by a Governmental Entity that it or any of its Affiliates Subsidiaries will take, or the Companyrefrain from taking, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionaction, and (Div) otherwise taking or committing to take actions that, that after the Closing Date, Date would limit Purchaser’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Acquired Subsidiaries, directly Purchaser, and their respective Subsidiaries, and in that regard Purchaser shall cause the Acquired Subsidiaries to (but, without modifying Purchaser’s obligations under this Agreement, including the obligations set forth in this Section 5.6) agree to divest, sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one the ability of Purchaser, the Acquired Subsidiaries, or more their respective Subsidiaries to retain, any of the businesses, product lines or assets of the Company as Acquired Subsidiaries (after giving effect to the Restructuring Transactions), Purchaser, or any of their respective Subsidiaries. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.6(e) in connection with obtaining consents or approvals under applicable Competition Laws shall be considered for purposes of determining whether a Material Adverse Effect has occurred; provided, however, that the effectiveness of any such action to be taken by Purchaser may be required by a Governmental Entity or agreeing to any other action 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 conditioned upon the Closing. Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary: (i) the obligations of Purchaser under this Section 5.6 shall not include Purchaser committing to (whether or not conditioned upon the consummation of the Closing) (x) with respect to obtaining any of the Required Regulatory Approvals other than those governed by clause (y) below, taking any action if such action, individually or together with any other proposed action(s) relating to the approvals governed by this clause (x), would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business, assets or result of operations of Purchaser, the entry into Acquired Subsidiaries or the Business, taken as a whole (after giving effect to the Closing, to the transactions contemplated hereby to occur on or prior to the Closing, and to the manner in which the Purchaser intends to operate the Business following the Closing as disclosed by Purchaser to Sellers prior to the Execution Date (“Purchaser’s Operational Plan”)) (any settlement such action being hereinafter referred to as a “Material Action”), or (y) with respect to obtaining any approval of the FCC or any State Regulators required in respect of the Transactions contemplated herein, taking any actions or accepting any conditions, requirements, or other remedies proposed, requested, or required by the FCC or any State Regulators (any such conditions, requirements, actions or other remedies being hereinafter referred to as “Conditions”) to the extent such Conditions, individually or in the aggregate, would or would reasonably be expected to materially reduce the commercial value of, or result in an impact that is materially adverse to, or a cost that is material to, the assets, business, results of operations or condition (financial or otherwise) of the Purchaser, the Acquired Subsidiaries (taken as a whole) or the Business (after giving effect to the Closing, to the transactions contemplated hereby to occur on or prior to the Closing, and to Purchaser’s Operational Plan) (any such Condition being hereinafter referred to as a “Burdensome Condition”); provided that, without limiting the foregoing in clauses (x) and (y), the parties hereto acknowledge that the type of such actions or Conditions that may be proposed, or that Purchaser may be requested or required to accept, are illustrated by (A) the categories of conditions, requirements, actions or other remedies that were imposed by the FCC (with respect to approvals required from the FCC), by the State Regulators (with respect to approvals required from the State Regulators) or by any other regulatory body (with respect to the Required Regulatory Approvals specified in clause (x)) in comparable transactions in the telecommunications industry that have been consummated since July 1, 2008; or (B) the specific FCC regulatory actions identified in the Executive Order on Promoting Competition in the American Economy issued by President ▇▇▇ ▇▇▇▇▇ on July 9, 2021 (Executive Order No. 14036); and (ii) no Guarantor, nor any of their Affiliates (other than Purchaser and its Subsidiaries), nor any direct or indirect equityholder of Purchaser (or any of such equityholder’s Affiliates), nor any portfolio company or investment fund Affiliated with any Guarantor, shall be required to take any action in connection with the obligations of Purchaser under Section 5.6, including in respect of Purchaser’s obligations to use reasonable best efforts to obtain any clearance required under such Laws for the consummations of the Transactions, other than responding to any reasonable requests for information from Purchaser or Sellers that may be required in connection with any filings with any Governmental Entity pursuant to this Section 5.6. (f) Notwithstanding anything to the contrary in this Agreement, Sellers shall not be obligated to take or intervenoragree or commit to take any action: (i) that relates to any business, operations, assets, liabilities, product lines or Subsidiary not to be transferred pursuant to and in accordance with the filing terms and conditions of this Agreement; or (ii) that would amend in any material respect the terms of this Agreement or any Ancillary Agreement or that would otherwise adversely affect the economic benefits of the Transactions accruing to Sellers. (g) Purchaser agrees to provide such information reasonably available as to its financial capability, resources and creditworthiness as may be reasonably requested by (i) any Governmental Entity which reasonably requests such information in connection with the transactions contemplated by this Agreement, and (ii) any Governmental Entity or other third party whose consent or approval is sought in connection with the publication of any document containing any commitments transactions contemplated hereby. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and similar payments (including filing fees under the HSR Act) to any preliminary offer relating Governmental Entity in order to such settlementobtain any consents, filing approvals or publication) regarding a Required Regulatory Approval waivers pursuant to this Section 5.6, other than the fees of any Party or their Affiliates must be approved by Purchaser and, and payments to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), SellerSellers’ legal and professional advisors. (dh) Notwithstanding To the foregoing or anything else extent necessary to comply with any state Laws and regulations and the rules, regulations, written policies, instructions and orders of the FCC, including those prohibiting “slamming” as set forth in this Agreement 47 C.F.R. Section 64.1120, at least 60 calendar days prior to the contraryestimated Closing Date (as reasonably estimated by the parties), (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvalsat its own expense, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing prepare and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closing.delive

Required Actions. (a) Seller Subject to the terms and conditions of this Agreement, Purchaser will, and will cause their respective Affiliates to, cooperate with each other and Parent shall use reasonable best efforts to (i) negotiate, prepare and file as promptly as practicable 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will maketake, or cause to be madetaken, 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 appropriate filing of a Notification and Report Form pursuant to expeditious manner the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission Sale and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 actionAgreement, including (i) acquiring any assetthe preparation and filing of all forms, property, business or Person (registrations and notices required to be filed to consummate the Sale and the other transactions contemplated 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)this Agreement, (ii) making any filing or taking all actions necessary to obtain (iiiand cooperating with each other in obtaining) any other actionconsent, thatclearance, in each caseexpiration or termination of a waiting period, could reasonably be expected to adversely affect obtaining authorization, Order or makingapproval of, 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 so as to enable the Closing to occur as promptly as practicable, including (A) agreeing to conditions imposed by, or taking any action required exemption by, any Governmental Entity (Bwhich actions shall include furnishing all information required under any Competition Laws or applicable Laws governing foreign direct investment) defending through litigation on required to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the meritsSale and the other transactions contemplated by this Agreement; provided that the Purchaser’s obligation to submit filings and/or notifications under applicable Competition Laws shall be limited to the Required Regulatory Approvals, including appealsand (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, subject to the terms and conditions of this Agreement, each of Parent and Purchaser shall 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 fulfill all conditions precedent to this Agreement and shall use reasonable best efforts to 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 Action asserted 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. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall each keep the other reasonably apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and, subject to the terms and conditions of this Agreement, work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any court or other proceeding by any Personexemptions by, including any Governmental Entity. In that regard, that seeks prior to or could prevent or prohibit or impede, interfere with or delay the consummation of the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent not prohibited by applicable Law, each of Parent and Purchaser shall promptly consult with the other party to provide any reasonably necessary information with respect to (C) and, in the case of Purchasercorrespondence, proposing, negotiating, committing to and effecting, provide the other party (or their counsel) copies of) all filings made by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing to take actions that, after the Closing Date, would limit Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 party with any Governmental Entity or intervenorany other information supplied by such party to, or the filing with any correspondence with, a Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining this Agreement, the Required Regulatory Approvals, consent Sale and the other transactions contemplated by this Agreement. Subject to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closing.Confidentiality Agreement and

Required Actions. (a) Purchaser and Seller and Purchaser willshall, and will shall cause their respective Affiliates to, cooperate 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, NYPSL or with respect to any other Required Approval and use best efforts including the actions set forth on Section 5.3(a) of the Seller Disclosure Schedule) required to (i) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, to the extent required be obtained or made by Law Purchaser or Order Seller or any of their respective Affiliates in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated hereby (including the Required Regulatory Approvals) by this Agreement, and (iiiii) obtain the consents, approvals, execution and authorizations delivery of all Governmental Entities any additional instruments necessary to consummate the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated by this Agreement (including and to fully carry out the Required Regulatory Approvals)purposes of this Agreement. 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 as promptly as practicable to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable LawAdditionally, each of Seller and Purchaser will have 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 right date of this Agreement that would reasonably be expected to review delay the obtaining of, or result in advance all characterizations 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 NYPSC Case 21-E-0196 or 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 information 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 it or to the completion of the Sale and the other transactions contemplated by this Agreement which appear in any filing made by the other Party or any of its Affiliates 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 herebyby this Agreement. In furtherance 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 limitation 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 foregoingother party in connection with, each 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 Seller and Purchaser will 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 filing of a Notification and Report Form pursuant to the HSR Act response in compliance with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and such request. Each party shall not participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or 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, meetingSale, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of Action by a private party relating to the matters covered by Section 5.5(a); (iii) permit Representatives of HSR Act or any other applicable Competition Laws or the FPA, NYPSL 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 party in advance and, to participate in any the extent not prohibited by such communicationsGovernmental Entity, meetings, or other contacts; (iv) notify gives the other Party of any oral communications with any Governmental Entity relating party the opportunity to any of attend and participate thereat. Subject to the foregoing; Confidentiality Agreement and (v) provide Section 5.2, to the extent not prohibited by applicable Law, each party shall furnish the other Party party with copies of all written 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 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, (iii) as promptly as practicable, but in any event no later than thirty (30) days after the date of this Agreement, a petition seeking (A) either (1) a declaratory ruling from the NYPSC disclaiming jurisdiction over the Sale, which will include information concerning the Bifurcation in the proposed transaction’s description, or abstaining from further review of the Sale under NYPSL Section 70 or, in the alternative, (2) an order issued by the NYPSC authorizing the Sale, which will include information concerning the Bifurcation in the proposed transaction’s description, under NYPSL Section 70, (B) an order authorizing the proposed financing under NYPSL Section 69, and (iv) the Required Approval addressing (1) the Sale pursuant to Section 3(a) of that certain Guaranty, dated as of October 19, 2005 (the “NYPSC Guaranty”), by Seller, as guarantor, on behalf of PSEG Power New York, Inc., for the benefit of the New York State Department of Public Service acting as agent for the NYPSC, and (2) the termination of the NYPSC Guaranty upon its replacement, and (iv) 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. 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 Governmental Entity relating other Required Approvals, the parties shall use their respective reasonable best efforts to any of the foregoing; provided furthercomply with such requests, howeveras applicable, Purchaser shall have the principal responsibilityas promptly as possible and produce documents, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvalsresponses to interrogatories, or waiting period expirations other information on a rolling basis, and counsel for both parties shall closely cooperate during the entirety of any such investigatory or terminations pursuant review process. (d) Purchaser and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to any antitrustresolve such objections, competition or trade regulation Law that if any, as may be asserted by any Governmental Entity with respect to the Sale and the other transactions contemplated under by this Agreement and shall do so in a manner reasonably designed under any applicable Law. In connection therewith, if any Action is instituted (or threatened to obtain be instituted) challenging the Sale or the other transactions contemplated by this Agreement as violative of any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 foregoingapplicable Law, Purchaser and Seller shall notjointly (to the extent practicable) use their reasonable best efforts to initiate and/or participate in any proceedings, and shall cause their respective Affiliates not towhether judicial or administrative, take any action, including in order to (i) acquiring oppose or defend against any asset, property, business Action by any Governmental Entity to prevent or Person (enjoin the consummation of the Sale or the other transactions contemplated 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), this Agreement and/or (ii) making take such action as necessary to overturn any filing or (iii) regulatory Action by any other action, that, in each case, could reasonably be expected Governmental Entity to adversely affect obtaining or making, block consummation of the Sale or the timing of obtaining or making, any consent or approval other transactions contemplated by this Section 5.5Agreement, 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. (e) Notwithstanding any other provision of this Agreement, with the exception of actions or circumstances under NYPSC Case 21-E-0196 or FERC Docket No. In furtherance of and without limiting any of Purchaser’s covenants and agreements under this Section 5.521-74, Purchaser shall, and shall cause its Affiliates to be takento, any and take all steps and to make, or cause to be made, any and all undertakings actions necessary to avoid or eliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals under applicable Law, so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiturelicensing, licensing divestiture or disposition of any businesses, assets or business properties of Purchaserthe Transferred Entities, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionPurchaser and their respective Affiliates, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities’ or their respective Affiliates’ freedom of action with respect to, or its or their ability to retain retain, operate, vote, transfer, receive dividends, or holdotherwise exercise full ownership rights with respect to any businesses, directly assets or indirectly, one or more properties of the businessesTransferred Entities, product lines or assets of the Company as may Purchaser and their respective Affiliates. All such efforts by Purchaser shall be required by a Governmental Entity or agreeing to any other action 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 Closingunconditional, and (3no actions taken pursuant to this Section 5.3(e) effecting the expiration shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred 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 Closingmay occur. Notwithstanding anything in this Agreement to the contrary, the entry into any settlement with any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement herein to the contrary, in no event shall Purchaser or any of its Affiliates, including any portfolio company in which a fund advised by ArcLight Capital Partners, LLC is invested (i) neither Seller nor other than Purchaser or its Subsidiaries), be required to (and nothing in this Section 5.3 shall be required interpreted as requiring Purchaser or any of its Affiliates to, and neither Seller nor Purchaser shall, in connection with obtaining ) (x) take any action that is not conditioned upon the Required Regulatory Approvals, 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 taking of any action or Transferred Entities. Notwithstanding anything herein to the imposition of any termscontrary, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required toobligated 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 Purchaser in no event shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions Seller or limitations on or with respect to Seller, 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 no direct or indirect obligation or Liability in respect of their respective businessesany such agreements or transactions, including any indemnification obligations, for which Seller and its Affiliates are not fully indemnified by Purchaser. (f) Purchaser agrees to use reasonable best efforts to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other 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 termsthe 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, conditions if (i) any State Regulatory Condition is not satisfied by the Outside Date or limitations on 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 each Transferred Entity and/or Facility, as applicable, that has caused such Substantial Detriment (even if no Order with respect to thereto has been issued) (“Excluded Facilities”), (B) reduce the Company or the Business that are conditional upon the occurrence of the Closing.Base Purchase Price as provi

Required Actions. (a) Seller Purchaser and Purchaser willits Affiliates, including, if applicable, its UPE, and will Parent shall take, or cause to be taken, all actions necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including taking all actions necessary to obtain 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 (and, if applicable, its UPE) or Parent or any of their respective Affiliates to, cooperate with each other and use best efforts to (i) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, to the extent required by Law or Order Subsidiaries in connection with the executionPre-Closing Restructuring, delivery the Sale and performance the other transactions contemplated by this Agreement. (b) Purchaser (and, if applicable, its UPE) and Parent shall file or cause to be filed, any filings (including draft filings) or notifications under applicable Competition and Foreign Investment Laws within the timeframes set out in Section 8.1(a) of this Agreement the Parent Disclosure Schedule. In the event that the parties receive a request for additional information or documentary materials after an initial notification pursuant to any Competition and Foreign Investment Laws, the parties shall use their respective 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. Purchaser and its Affiliates, including, if applicable, its UPE, shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated hereby or by the Ancillary Agreements or any filing made pursuant to any Competition and Foreign Investment Laws unless Parent has given its prior written consent to such extension or delay or withdrawal. (including i) Purchaser shall control all communications with any Governmental Entity relating to Competition and Foreign Investment Laws, and determine and direct the Required Regulatory Approvalsstrategy and process by which the parties will obtain all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity relating to Competition and Foreign Investment Laws; provided that Purchaser covenants and agrees to consider in good faith all comments of Parent (or as appropriate Parent’s outside counsel) with respect to filings, submissions and communications prior to delivery of the same to any Governmental Entity. Without limiting the foregoing, the parties agree to the matters set forth on Section 5.3(c)(i) of the Purchaser Disclosure Schedule. (ii) obtain Without limiting the consentsgenerality of Section 5.3(c)(i), approvalsprior to the Closing, and authorizations of all Governmental Entities to the extent required not prohibited by Law or Order applicable Law, Parent and Purchaser shall (A) work cooperatively with the other party 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, (B) promptly inform the executionother party, delivery and performance if in writing, furnish the other party with copies of this Agreement and (or, in the consummation 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 Agreement, (including C) permit the Required Regulatory Approvals). Each Party willother party to review and discuss in advance, and will cause its Affiliates to, consult and cooperate with consider in good faith the views of 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 party in connection with, any proposed written or oral communication or submission with the preparation of such filings, and respond as promptly as practicable or 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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 and (D) not participate in 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, meeting with any Governmental Entity in connection with this Agreement, the Sale or the other 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, meetingby this Agreement, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of proceeding or Action by a private party relating to any Competition and Foreign Investment Laws in connection with this Agreement, the matters covered Sale or the other transactions contemplated by Section 5.5(a); this Agreement or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party in advance and gives the other party the opportunity to attend and participate thereat. (iii) permit Representatives Any disclosures, provisions of information or rights to participate by one party to the other party under this Section 5.3 may be made on a counsel-only basis, to the extent such party deems it advisable and necessary, and shall not be disclosed by such outside counsel to employees, officers or directors of the other Party to participate recipient unless express permission is obtained in any such communications, meetings, or other contacts; (iv) notify advance from the other Party of any oral communications with any Governmental Entity relating to any source of the foregoing; and materials (v) provide Purchaser or Parent, as the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, case may be). Such designated disclosures or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) information may be redacted (A) to remove references concerning the valuation of the BusinessBusiness and pricing and other competitively sensitive terms in the Contracts of Parent, Purchaser and their respective Affiliates, (B) as necessary to comply with contractual arrangements, arrangements and (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Nothing . (d) Purchaser and its Affiliates and Parent shall use their respective best efforts to take the actions set forth in this Section 5.5(b5.3(d) will apply to or restrict communications or other actions resolve such objections, if any, as may be asserted by a Party with or any Governmental Entity with respect to the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement under any Competition and Foreign Investment Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Pre-Closing Restructuring, the Sale or the other transactions contemplated by this Agreement as violative of any Competition and Foreign Investment Laws, Purchaser, its Affiliates and Parent shall initiate and/or 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 Pre-Closing Restructuring, the Closing 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 the Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement, including by defending any such Action brought by any Governmental Entity in connection with its business in order to avoid the ordinary course entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of businessthe Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement resulting from any such Action. (ce) Without limiting In furtherance of the foregoingundertakings in this Section 5.3, but except as set forth on Section 5.3(e) of the Purchaser Disclosure Schedule, Purchaser and Seller Parent 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates to be taken, any and all steps and to make, or cause to be made, any and all undertakings actions necessary to avoid or eliminate each and every impediment asserted by under any Governmental Entity in connection with obtaining the Required Regulatory Approvals Competition and Foreign Investment Laws so as to enable the Pre-Closing Restructuring and the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets of the Transferred Entities, (ii) amending any joint venture or business other arrangement of Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, Transferred Entities and (Diii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s, the Transferred Entities or Purchaser’s other Subsidiaries’ freedom of action with respect to, or its or their ability to retain or holdretain, directly or indirectly, one or more of the any businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing Transferred Entities. No actions taken pursuant to any other action in order to effect each of the following: (1this Section 5.3(e) 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking considered for purposes of any action determining whether a Business Material Adverse Effect has occurred or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closingmay occur.

Required Actions. (a) Seller Without limiting the specificity of any required actions under any provision of this Agreement, including this Section 6.3 and Section 6.5, each Purchaser willand Parent shall, and will shall cause their respective Affiliates toto use their reasonable efforts to consummate and make effective as promptly as reasonably practicable the Sale, cooperate with each other and use including using reasonable best efforts to take, or cause to be taken, in each case all actions necessary, proper or advisable under any applicable Laws to provide any notification and obtain 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 any of Purchaser, Zayo or Parent or any of such respective Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement. (b) Each Purchaser, and Parent shall file or cause to be filed, any filings (including draft filings) or notifications under the CFIUS Statute, applicable Competition Laws and Communications Laws within the timeframes set out in Section 9.1(a) of the Parent Disclosure Schedule; provided, however, the parties may update or amend State PUC, CFIUS or Competition Law filings after such date to reflect updated Purchaser ownership information to the extent that such update or amendment would not reasonably be expected to materially delay the Closing. In the event that the parties receive a request for additional information or documentary materials after an initial notification pursuant to the CFIUS Statue, any Competition Laws or Communications Laws, 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; including for the avoidance of doubt, (i) negotiatesubmitting, prepare and file as promptly as practicable, to CFIUS, as promptly as practicable all necessary applicationsafter responding to any comments from CFIUS staff on the draft CFIUS Notice (or as soon as possible after CFIUS staff confirms it has no comments on the draft CFIUS Notice), notices, petitions, and filings, and execute all agreements and documents, a CFIUS Notice with respect to the extent required by Law or Order Transactions and supplying, as promptly as practicable, any additional information and documentary material that may be requested in connection with the executionCFIUS review process and (ii) in the event that the United States Federal Trade Commission or the United States Department of Justice issue a so-called “second request” (a “Second Request”) in connection with the Parties’ HSR Act filing, delivery each Purchaser and performance Parent shall use reasonable best efforts to be ready to certify substantial compliance as promptly as reasonably practicable after the date of this Agreement receipt of such Second Request. Each Purchaser shall have the right to “pull-and-refile” (or cause its “ultimate parent entity,” as the term is defined in the HSR Act, to “pull-and-refile”) such party’s HSR Act filings pursuant to 16 C.F.R. 803.12 and enter into any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated hereby or by the Ancillary Agreements (including each an “Extension”), in each case, without written consent of the Required Regulatory ApprovalsParent. (i) Parent and (ii) the Purchasers shall jointly control all communications with any Governmental Entity relating to Competition Laws and Communications Laws, and jointly determine and direct the strategy and process by which the parties will obtain the all required consents, approvalsclearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity relating to Competition Laws, the CFIUS Statute, and authorizations of all Governmental Entities to the extent Communications Laws required by Law or Order in connection with the executionthis Agreement; provided that, 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 as promptly as practicable 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. In furtherance and not in limitation of notwithstanding the foregoing, each in the event of Seller any conflict or disagreement between the Purchasers and Purchaser will makeParent (a “Disagreement”), or cause to be made, an appropriate filing the respective outside counsels of a Notification Parent and Report Form pursuant to Purchasers (at the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division direction of the United States Department of Justice as promptly as practicable and in any event within ten (10Purchaser Representative) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under will seek to resolve the HSR Act. (b) Purchaser and Seller, acting Disagreement reasonably and in good faith. If the respective outside counsels are unable to reach a mutually satisfactory resolution of the Disagreement within two (2) calendar days after their first conferring regarding the applicable Disagreement, will coordinatethe Disagreement shall be referred to the Purchaser Representative and the Chief Executive Officer of CCI, respectively. If the Purchaser Representative and Chief Executive Officer of CCI are unable to reach a mutually satisfactory resolution of the Disagreement within two (2) calendar days after their first conferring regarding the applicable Disagreement, Purchasers shall have the right to direct the matter that is the cause of any such Disagreement, acting reasonably and following consultation with the Parent and after considering in good faith all comments and advice of the Parent (and its counsel). (ii) Without limiting the generality of Section 6.3(c)(i), prior to the Closing, to the extent not prohibited by applicable Law, Parent, on the one hand, and Seller Purchasers, on the other hand, shall cause (A) work cooperatively with the Company to coordinateother parties in connection with obtaining all required consents, the preparation and making clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any applications and filings (including the contentexemptions by, terms and conditions of such applications and filings) with any Governmental Entity, (B) promptly inform the resolution other parties, and if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties of) any investigation or other inquiry of any Governmental Entity, the process for obtaining any consents, registrations, approvals, permits and authorizations of substantive communication from any Governmental Entity (including regarding the Required Regulatory Approvals), and Sale or 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 other transactions contemplated by this Agreement Agreement, (including C) permit the Required Regulatory Approvals); providedother parties to review and discuss in advance, however, to and consider in good faith the fullest extent practicable and permitted by Law, views of the other parties in connection with, any proposed written or substantive oral communication or submission with or to any communicationssuch Governmental Entity, meetings or other contacts, oral or written, and (D) not participate in any substantive meeting with any Governmental Entity in connection with this Agreement, the Sale or the other 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, meetingby this Agreement, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of proceeding or Action by a private party relating to the matters covered CFIUS Statute, any Competition Laws or Communications Laws in connection with this Agreement, the Sale or the other transactions contemplated by Section 5.5(a); this Agreement or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat. (iii) permit Representatives Any disclosures, provisions of privileged or commercially sensitive information or rights to participate by one party to any other party under this Section 6.3 may be made on an outside counsel-only basis, to the extent such party deems it advisable and necessary and so designated it, and once so designated, shall not be disclosed by such outside counsel to employees, officers or directors of the other Party to participate recipient unless express permission is obtained in any such communications, meetings, or other contacts; (iv) notify advance from the other Party of any oral communications with any Governmental Entity relating to any source of the foregoing; and materials (v) provide Purchasers or Parent, as the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, case may be). Such designated disclosures or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) information may be redacted (A) to remove references concerning the valuation of the BusinessBusiness and pricing and other competitively sensitive terms in the Contracts of Parent, Purchasers, Zayo and their respective Affiliates, (B) as necessary to comply with contractual arrangements, arrangements and (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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. (cd) Without limiting the foregoingEach Purchaser, Purchaser and Seller shall notParent shall, and shall cause their respective Affiliates not to, take and Zayo shall and shall cause its Subsidiaries to, each use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by any actionGovernmental Entity with respect to the Pre-Closing Restructuring, including the Sale and the other transactions contemplated by this Agreement under the CFIUS Statute, any Competition Laws and Communications Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Pre-Closing Restructuring, the Sale or the other transactions contemplated by this Agreement as violative of any Competition Laws or Communications Laws, each Purchaser and its Subsidiaries shall at the request of Parent, initiate and/or participate in any proceedings, whether judicial or administrative, in order to (i) acquiring oppose or defend through litigation any asset, property, business claim asserted in any Action by any Governmental Entity or Person to prevent or enjoin the consummation of the Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement and/or (ii) take such action as necessary to overturn any regulatory Action by way any Governmental Entity to block consummation of mergerthe Pre-Closing Restructuring, consolidationthe Closing or the other transactions contemplated by this Agreement prior to the Outside Date, share exchange, investment or other business combination, asset, stock or equity purchaseincluding by defending any such Action brought by any Governmental Entity in order to avoid the entry of, or otherwise) to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of the Pre-Closing Restructuring, the Closing or the other transactions contemplated by this Agreement resulting from any Person such Action. (other thane) In furtherance of the undertakings in this Section 6.3, in the case each 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 covenants and agreements under this Section 5.5, Purchaser Parent shall, and shall cause their respective Affiliates to, and Zayo shall and shall cause its Affiliates to be takenSubsidiaries to, any and take all steps and to make, or cause to be made, any and all undertakings actions necessary to avoid or eliminate each and every impediment asserted by under the CFIUS Statute, any Governmental Entity in connection with obtaining the Required Regulatory Approvals Competition Laws and Communications Laws so as to enable the Pre-Closing Restructuring and the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Transferred Entities, Zayo Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionZayo, and their respective Subsidiaries, (Dii) amending any joint venture or other arrangement of the Transferred Entities, Zayo, Za▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd their respective Subsidiaries, (iii) otherwise taking or committing to take actions thatactions, including but not limited to entering into any letter of assurance, national security agreement, or similar agreement with a Governmental Entity, that after the Closing Date, would limit Purchaser’s Purchasers’, the Transferred Entities or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain or holdretain, directly or indirectly, one or more of the any businesses, product lines or assets of the Company as may be required Transferred Entities, Zayo, Zayo Purchaser and their respective Subsidiaries, (iv) defending through litigation on the merits and through appeals any claim asserted in any court with respect to the transactions contemplated by a Governmental Entity this Agreement, and (v) taking or agreeing committing to take any other action structural or behavioral remedy or entering into any other arrangements with respect to the Transferred Entities, Zayo, Zayo Purchaser and their respective Subsidiaries 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 avoid the entry of, or having vacated, lifted, dissolved, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in to effect that prohibits, prevents or restricts consummation the dissolution of, any injunction, temporary restraining order or impedes, interferes with or delays, the Closing, and (3) effecting the expiration or termination of any waiting period, other Order which would otherwise have the effect of preventing, prohibiting or restricting preventing the consummation of the Closing transactions contemplated by this Agreement by the Outside Date; provided, however, that, in no event shall Purchasers, Parent, Zayo or impeding, interfering with their respective Affiliates be obligated to take or delaying agree or commit to take any such action that is not conditioned on the Closing. 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. (f) Notwithstanding anything to the contrary in this Agreement to the contrary, the entry into any settlement (with any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member each of the Seller Groupfollowing, (excluding the Company), Seller.representing a “Purchaser Burdensome Condition”): (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Zayo Purchaser shall be required toand the Zayo Purchaser Sponsors and their respective Affiliates (including with respect to Zayo Purchaser, Zayo and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (iiits Subsidiaries) Seller shall will not be required toto take or agree or commit to take any action that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on: (A) the financial condition, business, properties, assets, liabilities or results of operations of the Fiber Business taken as a whole, or of Zayo, Zayo Purchaser and their respective Subsidiaries, taken as a whole, measured, after giving effect to the Sale, as if Zayo, Zayo Purchaser and their respective Subsidiaries (including the Fiber Business) were a business of comparable size to the Fiber Business, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition regardless of any terms, conditions or limitations whether such actions are imposed on or with respect to Selleraffect Zayo Purchaser, any of its Affiliates Parent, the Fiber Business, or any of their respective businessesAffiliates; or (B) Zayo Purchaser’s or any Zayo Purchaser Sponsor’s or their respective Affiliates’ ability to (i) nominate its board members or (ii) own, control, manage or operate the Fiber Business, taken as a whole, subsequent to Closing through the exercise of its voting or board representation rights or its right to receive information, other than termsthan, conditions or limitations on or with respect to any remedy that may be sought by CFIUS or any Team Telecom Agency, (I) limitations and restrictions with respect to access to, and separation of, customer, operational or technical data transmitted and/or stored by the Company Fiber Transferred Entities and related facilities access, including, in particular, limitations and restrictions on access to personnel, information and facilities relating to the goods and services the Parent or any Subsidiary provides directly or indirectly to the governments of the United States, Canada or other jurisdictions, (II) obligations to regularly report to, or engage with, Governmental Entities, including any requirement to engage or hire a third party auditor or monitor to audit/monitor any required compliance matters, and to grant Governmental Entities access to the operations of the Transferred Entities, and (III) any and all restrictions and commitments of the type and level that Zayo Purchaser or the Business investment funds advised or managed by one or more Affiliates of Zayo Purchaser that control Zayo Purchaser have agreed to in the past with respect to consents, authorizations and approvals required to be obtained from CFIUS or any Team Telecom Agency in connection with prior acquisition transactions that are conditional upon similar to the occurrence transactions contemplated by this Agreement. (ii) EQT Purchaser and the EQT Purchaser Sponsor and their respective Affiliates will not be required to take or agree or commit to take any action that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on: (A) the financial condition, business, properties, assets, liabilities or results of operations of the Closing.Small Cell Business taken as a whole, or EQT Purchaser and its Subsidiaries, taken as a whole, measured after giving effect to the Sale, as if EQT Purchaser and its Subsidiaries (including the Small Cell Business) were a business of a comparable size to the Small Cell Business, and regardless of whether such actions are imposed on or affect EQT Purchaser, Parent, the Small Cell Business or any of their respective Affiliates; or (B) EQT Purchaser’s or the EQT Purchaser Sponsor’s or their respective Affiliates’ ability to (i) nominate its board members or (ii) own, control, manage or operate the Small Cell Business, taken as a whole, subsequent to Closing through the exercise of its voting or board representation rights or its right to receive information, other than, with respect to any remedy that may be sought by CFIUS or any Team Telecom Agency, (I) limitations and restrictions with respect to access to, and separation of, customer, operational or technical data transmitted and/or stored by the Small Cell Transferred Entities and related facilities access, including, in particular, limitations and restrictions on access to personnel, information and facilities relating to the goods and services the Parent or any Subsidiary provides directly or indirectly to the governments of the United States, Canada or other jurisdictions, (II) obligations to regularly report to, or engage with, Governmental Entities and to grant Governmental Entities access to the operations of the Small Cell Transferred Entities, and (III) any and al

Required Actions. (a) Seller Purchaser and Purchaser willParent shall use reasonable best efforts to take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate 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, (ii) taking all actions necessary to obtain (and cooperating with each other and use best efforts to in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (i) negotiate, prepare and file as promptly as practicable which actions shall include furnishing all necessary applications, notices, petitions, and filings, and execute all agreements and documents, information required under any Competition Laws or any other applicable Laws relating to the extent filings and/or notifications set forth on Section 6.3(c) of the Disclosure Schedule) required to be obtained or made by Law Purchaser or Order Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated hereby (including the Required Regulatory Approvals) by this Agreement, and (iiiii) obtain the consents, approvals, execution and authorizations delivery of all Governmental Entities any additional instruments necessary to consummate the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated by this Agreement (including and to fully carry out the Required Regulatory Approvals)purposes of this Agreement. Each Party willAdditionally, each of Parent and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and will do, or cause its Affiliates toto be done, consult all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and cooperate with shall use reasonable best efforts 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 or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall each keep the other Party as reasonably apprised of the status of matters relating to the appropriate time completion of all such filings the Sale and notifications, furnish to the other Party such necessary information transactions contemplated by this Agreement and reasonable assistance work cooperatively in connection with the preparation obtaining all required consents, clearances, expirations or terminations of such filingswaiting periods, and respond as promptly as practicable to authorizations, Orders or approvals of, or any requests for additional information made in connection therewith by exemptions by, any Governmental Entity. To In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent permitted under not prohibited by applicable Law, each of Seller Parent and Purchaser will have shall promptly consult with the right other party to review provide any reasonably necessary information with respect to (and, in advance the case of correspondence, provide the other party (or their counsel) copies of) all characterizations of 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 information relating to it or to Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement which appear in any filing made and Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other Party 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 or other such Person regarding the Sale or the other transactions contemplated by this Agreement, and except as provided in Section 6.20, 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 or other such Person. If any party to this Agreement or any representative of its Affiliates in connection 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 hereby. In furtherance and not in limitation of the foregoingby this Agreement, each of Seller and Purchaser then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate filing of a Notification response in compliance with such request. Purchaser, on one hand, and Report Form pursuant to Parent, on the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and other hand, shall not participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or 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, meetingSale, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of the matters covered Action by Section 5.5(a); (iii) permit Representatives of the other Party to participate in any such communications, meetings, or other contacts; (iv) notify the other Party of any oral communications with any Governmental Entity a private party relating to any of Competition Laws in connection with this Agreement or the foregoing; and (v) provide Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing; provided furtherparty in advance and, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Parent may, as each deems in good faith to be 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 shall do so in a manner reasonably designed any materials provided by Purchaser to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior Parent or by Parent to the Outside Date. Materials shared by and among the Purchaser, Seller and Company Purchaser pursuant to this Section 5.5(b6.3, and the information contained therein, shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to 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 Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (Ai) to remove references concerning the valuation of the Business, (Bii) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements confidentiality arrangements and (Diii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 Parent 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates to be taken, any and all steps and to make, file or cause to be madefiled, as promptly as practicable, but in any event no later than five (5) Business Days after the date of this Agreement, notifications under the HSR Act, and Purchaser and Parent shall file or cause to be filed, as soon as reasonably practicable, but in any event no later than eight (8) Business Days after the date of this Agreement, those other filings and/or notifications set forth (or, where applicable, drafts thereof) on Section 6.3(c) of the Purchaser Disclosure Schedule (collectively, the “Antitrust and Foreign Investment Filings”). (d) Purchaser shall use its best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Antitrust and Foreign Investment Filings. In connection therewith, if any Action is instituted challenging the Sale or the other transactions contemplated by this Agreement as violative of any applicable Competition 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 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 and 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 undertakings actions reasonably necessary to avoid or eliminate each and every impediment asserted by under any Governmental Entity in connection with obtaining the Required Regulatory Approvals Competition Laws so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiatingto, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Transferred Entities, Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionand their respective Subsidiaries, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities’ or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Transferred Entities, directly Purchaser, and their respective Subsidiaries. In that regard Purchaser shall sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one or more Purchaser’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 DateTransferred Entities, (2) avoiding the entry ofPurchaser, 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businessesSubsidiaries. No actions required to be 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. (f) Whether or not the Sale is consummated, other than termsPurchaser shall be responsible for all filing fees to obtain any consent, conditions clearance, expiration or limitations on termination of a waiting period, authorization, Order or with respect approval pursuant to the Company or the Business that are conditional upon the occurrence of the Closingthis Section 6.3.

Required Actions. (a) Seller and Purchaser 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 practicable 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Actby June 4, 2018. (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 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(a‎5.5(a); (iii) permit Representatives 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 5.5‎5.5. In furtherance of and without limiting any of Purchaser’s or Seller’s covenants and agreements under this Section 5.5‎5.5, each of Purchaser and Seller shall, and shall cause its 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 Approvals, including avoiding or eliminating any Purchaser Burdensome Condition, so as to enable the Closing to occur as promptly as practicable, including including (A) agreeing to conditions imposed by, or taking any action required by, any Governmental Entity 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, and proposing alternative conditions upon which the Required Regulatory Approvals would be provided, (D) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, Purchaser or its Affiliates or of the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (DE) otherwise taking or committing agreeing to take actions that, after the Closing Date, would limit Purchaser’s freedom of any other action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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, 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by Seller or any member of the Seller Group, its Affiliates (excluding the Company), Seller. (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 would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of Purchaser and its Affiliates (including the Company) taken as a whole, after giving effect to the Sale; provided, that Purchaser and its Affiliates (including the Company) shall be deemed to be the same size as the Business for purposes of this Section ‎5.5(d) (any such action or requirement, a “Purchaser Burdensome Condition”). For the avoidance of doubt, none of the exclusions set forth in the definition of “Business 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, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company (excluding the Elizabethtown Gas and Elkton Gas operating divisions of the Company) or the Business that are conditional upon the occurrence of the ClosingBusiness.

Required Actions. (a) Purchaser, Everest, Olympus and Trango (and for the purpose of this Section 7.6, references to Trango, shall to the extent any other Seller and Purchaser willis requested, requisitioned or otherwise required by a Governmental Entity to participate in any of the following, include any such other Seller) shall use its reasonable endeavors to take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate with each other all things necessary, proper or advisable under any applicable Laws to consummate and use best efforts to make effective in the most expeditious manner possible the Sale, including (i) negotiatethe preparation and filing of all forms, prepare registrations and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, notices required to be filed to consummate the extent Sale or otherwise 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 as promptly as practicable 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 under applicable Law in relation to this Agreement or the Sale, (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, confirmation of non-objection or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under applicable Laws, including Antitrust Laws, and in connection with the transactions contemplated herebyRegulatory Approvals) required or advisable to be obtained or made by Purchaser, Everest, Olympus or any Seller or any of their respective Affiliates in connection with this Agreement or the Sale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and to fully carry out the purposes of this Agreement. Additionally, Purchaser, Everest, Olympus and Trango shall use its reasonable endeavors 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 Law to fulfil all conditions precedent to this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser, Everest, Olympus and Trango shall each keep the other apprised of the status of matters relating to the completion of the Sale and work cooperatively in connection with obtaining all required or advisable consents, clearances, expirations or terminations of waiting periods, authorizations, Orders, confirmations of non-objection or approvals of, or any exemptions by, any Governmental Entity. In furtherance that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 7.5, to the extent not in limitation of the foregoingprohibited by applicable Law, each of Seller Purchaser, Everest, Olympus and Purchaser will Trango shall promptly consult with each other to provide any necessary or reasonably requested information with respect to (and, in the case of correspondence, provide each other (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 and the Sale. Subject to the Confidentiality Agreement and Section 7.5, to the extent not prohibited by applicable Law, each of Purchaser, Everest, Olympus and Trango shall promptly inform each other, and in the case of written communication, furnish each other with copies of (or, in the case of oral communications, advise each other orally of) any communication from any Governmental Entity regarding the Sale, and permit each other to review and discuss in advance, and consider in good faith each other’s views 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, then such Party shall make, or cause to be made, promptly and after consultation with Purchaser, Everest and Olympus, an appropriate filing of a Notification and Report Form pursuant to the HSR Act response in compliance with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and such request. No Party shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or the transactions contemplated herebySale, or with any other Person in connection with any proceeding or Action, inquiry, audit, notice of violation, summons, subpoena or investigation by a private party relating to any applicable Antitrust Laws in connection with this Agreement or the Sale or to the Regulatory Approvals, or make oral submissions at meetings or in telephone or other conversations, unless it consults with each of Seller and Purchaser shall (and will cause its Affiliates to): (i) inform the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives each other Party the opportunity to attend and participate thereat, provided, that a Party may communicate with a Governmental Entity in the ordinary course regarding the status of any pending Regulatory Approval without providing advance notice to each other Party (except where such communicationcommunication includes a material update to a Governmental Entity), meetingbut shall thereafter provide a copy of the communication to such other Parties. Subject to the Confidentiality Agreement and Section 7.5, to the extent not prohibited by applicable Law, each Party shall furnish Purchaser, Everest and Olympus with copies of all correspondence, filings, submissions and communications between it and any such Governmental Entity or other contact which such Party Person with respect to this Agreement and the Sale, and furnish Purchaser, Everest and Olympus with such necessary information and reasonable assistance as Purchaser, Everest or Olympus, as applicable, may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person. Notwithstanding anything to the contrary herein, Purchaser shall, following good faith consultation with Everest and Olympus, and consistent with its obligations hereunder, have principal discretion in devising and implementing the strategy for obtaining Regulatory Approvals, including making the final determination as to whether and when to submit any voluntary or discretionary notifications or filings in connection with this Agreement or the Sale under any Antitrust Law to Governmental Entities in any of the jurisdictions where the net revenue of Purchaser for the fiscal year 2018 exceeded $10 million (the “Specified Jurisdictions”); provided, that Purchaser shall use its reasonable best endeavours to expedite the conclusion of any investigation of the Sale under any Antitrust Law; provided, further, that none of Everest, Olympus or any of their respective Subsidiaries or any director of Everest, Olympus or any of their respective Subsidiaries shall be obligated to make or refrain from making any notification or filing to any Governmental Entity in circumstances where they believe (acting reasonably) it would be a breach of their obligations under applicable Law to make or refrain from making (as the case may be) such notification or filing. Notwithstanding anything to the contrary herein, Purchaser shall, following good faith consultation with Everest and Olympus, and consistent with its Affiliates proposes obligations hereunder, have principal discretion in determining the form and content of, and when to submit, any applications, notifications or intends filings in relation to make, including the subject matter, contents, intended agenda a Regulatory Approval and other aspects of any of the foregoingnotifications set forth in the column headed “Pre-completion Notice Required” at of Section 7.6(b) of the Olympus Disclosure Schedule (each, a “Regulatory Notification”). Purchaser, Everest and Olympus may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Agreement as “outside counsel only”, “outside antitrust counsel only”, “outside regulatory counsel only” or “outside counsel/corporate in-house antitrust and regulatory counsel only.” Such designated materials and any materials provided by Purchaser, Everest or Olympus pursuant to this Section 7.6, and the information contained therein, shall be given only to the designated legal counsel of the recipient and shall not be disclosed to any other Person unless express permission is obtained in advance from the source of the materials (Purchaser, Everest or Olympus, 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 Everest and/or Olympus, (ii) consult as necessary to comply with contractual arrangements and cooperate (iii) as necessary to address reasonable privilege concerns. 119 (c) Purchaser, Everest and Olympus shall file or cause to be filed (as applicable) (i) any filings and/or notifications required under applicable Antitrust Laws or in connection with the Regulatory Approvals, (ii) the Regulatory Notifications and (iii) any voluntary or discretionary notifications or filings as promptly as practicable, but in any event any final notifications or, where a draft must be filed prior to the final notification, initial draft notifications of any other Party, and to take into account filings shall be submitted no later than the comments earlier of the other Party applicable statutory deadline and 20 Business Days after the date of this AgreementEffective Date (unless the applicable notification or filing is not required to be made until after the Closing). In the event that Purchaser, Everest or Olympus receives a request for additional information or documentary materials after an initial notification pursuant to any applicable Antitrust Law or in connection with any of the matters covered by Section 5.5(a); (iii) permit Representatives Regulatory Approvals, the applicable Party shall use its respective reasonable endeavors to certify compliance with such requests, as applicable, as promptly as practicable and advisable, and counsel for the Parties shall closely cooperate during the entirety of the other Party to participate in any such communicationsinvestigatory or review process. (d) Each of Purchaser, meetingsEverest and Olympus shall use its reasonable endeavors to resolve as promptly as practicable such objections, 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; provided furtherif any, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that as may be asserted by any Governmental Entity with respect to the transactions contemplated Sale under this Agreement any applicable Antitrust Laws or in connection with any of the Regulatory Approvals. In connection therewith, if any Action, inquiry, audit, notice of violation, summons, subpoena or investigation is instituted (or threatened to be instituted) challenging the Sale as violative of any applicable Laws, Purchaser, Everest and Olympus shall do so jointly (to the extent practicable) use their respective reasonable endeavors to initiate and/or participate in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable andproceedings, whether judicial or administrative, in order to (i) oppose or defend against any event prior Action, inquiry, audit, notice of violation, summons, subpoena or investigation by any Governmental Entity to prevent or enjoin the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation consummation of the Business, Sale and/or (Bii) take such action as necessary to comply with contractual arrangementsoverturn any regulatory Action, (C) as necessary inquiry, audit, notice of violation, summons, subpoena or investigation by any Governmental Entity to comply with legal requirements and (D) as necessary to address reasonable attorney-client block consummation of the Sale, including by defending any such Action, inquiry, audit, notice of violation, summons, subpoena or other privilege or confidentiality concerns. Nothing in this Section 5.5(b) will apply to or restrict communications or other actions investigation brought by a Party with or with respect to any Governmental Entity in connection with its business in order to avoid the ordinary course entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of businessthe Sale resulting from any such Action, inquiry, audit, notice of violation, summons, subpoena or investigation. (ce) Without limiting In furtherance of 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates to be taken, any and all steps and to make, or cause to be made, any and all undertakings actions necessary to avoid or eliminate each and every impediment asserted by under any Governmental Entity Antitrust Laws and in connection with obtaining any of the Required Regulatory Approvals so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of PurchaserEverest, its Olympus and their respective Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit PurchaserEverest’s, Olympus’s or any of their respective Affiliates’ freedom of action with respect to, or its or their ability to retain or holdretain, directly or indirectly, one or more of the any businesses, product lines or assets of Everest, Olympus or their respective Affiliates. In that regard Purchaser shall and, if requested by Purchaser, Everest or Olympus shall (but, subject to each Party’s obligations under this Agreement, including this Section 7.6, and if not so requested by Purchaser shall not), agree to take any action with respect to the Company as may be required by a Governmental Entity Everest Business or the Olympus Business, including agreeing to or otherwise effecting any other action 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 Datesale, (2) avoiding the entry ofdivestiture, license, hold separate arrangement, or having vacated, lifted, dissolved, reversed any limitation or overturned any Order, whether temporary, preliminary or permanentrestriction on the freedom of action with respect to such businesses and assets; provided, that is in effect that prohibits, prevents Purchaser shall not be obligated to take or restricts consummation of, agree or impedes, interferes with or delays, the Closingcommit to take, and (3) effecting the expiration neither Everest nor Olympus shall discuss, propose, agree or termination of commit to take, any waiting period, which would otherwise have the effect of preventing, prohibiting or restricting consummation of the Closing or impeding, interfering with or delaying such action that is not conditioned on the Closing. No actions taken pursuant to this Section 7.6(e) shall be considered for purposes of determining whether a Material Adverse Effect has occurred or may occur. Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary, the entry into any settlement with any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must in no event shall Purchaser be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required obligated to, and neither Seller nor Purchaser shallEverest and Olympus shall not agree with a Governmental Entity without the prior written consent of Purchaser, to (A) divest, hold separate, license, or otherwise encumber the assets or businesses of Everest, Olympus or their respective Affiliates if such actions, individually or in connection with obtaining the Required Regulatory Approvalsaggregate, consent would be material to the taking financial condition, business or results of any action operations of Everest and its Subsidiaries, taken as a whole, or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent material to the imposition financial condition, business or results of operations of Olympus and its Subsidiaries, taken as a whole, or (B) divest, hold separate, license, accept any terms, conditions operational modification or limitations on or restriction with respect to Seller, any or otherwise encumber the assets or businesses of Purchaser or its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the ClosingSubsidiaries.

Required Actions. (a) Seller Purchaser and Purchaser willParent shall exercise reasonable best efforts in taking, or causing to be taken, all actions, and will cause their respective Affiliates todoing, cooperate or causing 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) if required or advisable at the discretion of Purchaser in consultation with Parent, 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, (ii) taking all actions necessary to obtain (and cooperating with each other and use best efforts 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 any Competition Laws) required to (i) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, to the extent required be obtained or made by Law Purchaser or Order Parent or any of their respective controlled Affiliates in connection with the execution, delivery and performance of this Agreement Sale 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 other transactions contemplated by this Agreement and (iii) the negotiation, finalization, execution and delivery in good faith of any additional instruments reasonably necessary to consummate the Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, including the Required Regulatory Approvals)Ancillary Agreements. Each Party willAdditionally, each of Parent and Purchaser shall take, or cause to be taken, all actions, and will do, or cause its Affiliates to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall, and shall cause their respective Representatives to, consult (i) subject to the terms and cooperate with conditions of this Agreement including this Section 6.3, each keep the other Party as apprised of the status of matters relating to the appropriate time completion of all such filings the Sale and notifications, furnish to the other Party such necessary information transactions contemplated by this Agreement and reasonable assistance (ii) work cooperatively in connection with the preparation obtaining all required consents, clearances, expirations or terminations of such filingswaiting periods, and respond as promptly as practicable to authorizations, Orders or approvals of, or any requests for additional information made exemptions by, in connection therewith by each case, any Governmental EntityEntity (if any). To In that regard, prior to the Closing, subject to the terms and conditions of each of the Confidentiality Agreement, the Clean Team Agreement and this Agreement, including Section 6.2 and this Section 6.3, to the extent permitted under not prohibited by applicable Law, each of Seller Parent and Purchaser will have shall, and shall cause their respective Representatives to, promptly consult with the right other Party to review provide any necessary information with respect to (and, in advance the case of correspondence, provide the other Party (or their counsel) copies of) all characterizations of filings made by such party with any Governmental Entity (if any) or any other information supplied by such Party (if any) to, or correspondence with, a Governmental Entity in connection with this Agreement, the information relating to it or to Sale and the other transactions contemplated by this Agreement. Subject to the terms and conditions of each of the Confidentiality Agreement, the Clean Team Agreement which appear in any filing made and this Agreement, including Section 6.2 and this Section 6.3, to the extent not prohibited by applicable Law, each Party to this Agreement shall, and shall cause their respective Representatives to, 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 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 or other such Person. If any Party to this Agreement or any Representative of its Affiliates in connection 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 hereby. In furtherance and not in limitation of the foregoingby this Agreement, each of Seller and Purchaser then such Party will make, or cause to be made, promptly and after consultation with the other Party to this Agreement, an appropriate filing of a Notification response in compliance with such request. Purchaser, on one hand, and Report Form pursuant to Parent, on the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and other hand, including their respective Representatives, shall not participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or the transactions contemplated herebySale, each of Seller and Purchaser shall (and will cause its Affiliates to): (i) inform or with any other Person in connection with any Action by a private party relating to any Competition Laws in connection with this Agreement or the Sale, unless it consults with the other Party in advance of any and, to the extent not prohibited by such communicationGovernmental Entity, meeting, or other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 gives the other Party in connection with the opportunity to attend and participate thereat. Purchaser and Parent may, as each deems advisable and necessary, reasonably designate any of the matters covered by Section 5.5(a); (iii) permit Representatives of competitively sensitive material provided to the other Party to participate 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and shall do so in a manner reasonably designed any materials provided by Purchaser to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior Parent or by Parent to the Outside Date. Materials shared by and among the Purchaser, Seller and Company Purchaser pursuant to this Section 5.5(b6.3, and the information contained therein, shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to 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 Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (Ai) to remove references concerning the valuation of the Business, (Bii) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements arrangements and (Diii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Nothing Notwithstanding the foregoing, Purchaser and Parent shall jointly control the strategy and timing for obtaining any clearances required or advisable under any Competition Laws or FDI Laws (if any) in this Section 5.5(b) will apply connection with the Sale (including, without limitation, the right to or restrict communications or other actions by a Party determine whether to engage with or with respect to any Governmental Entity in connection on a voluntary basis, whether to commit or to agree with its business in the ordinary course of businessany Governmental Entity to stay, toll or extend any applicable waiting period under any Competition Laws or FDI Laws). (c) Without limiting Whether or not the foregoingSale is consummated, Purchaser shall be responsible for all fees and Seller shall notpayments (including filing fees and legal, economist and shall cause their respective Affiliates not to, take other professional fees) to any action, including (i) acquiring any asset, property, business third party 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 so as to enable the Closing to occur as promptly as practicableobtain any consent, including (A) agreeing to conditions imposed byclearance, 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing to take actions that, after the Closing Date, would limit Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 a waiting period, which would otherwise have the effect of preventingauthorization, prohibiting Order or restricting consummation of the Closing or impeding, interfering with or delaying the Closing. Notwithstanding anything in approval pursuant to this Agreement to the contrary, the entry into any settlement with any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments Section 6.3 (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Companyif any), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect the fees of and payments to the Company or the Business that are conditional upon the occurrence of the ClosingParent’s legal and professional advisors.

Required Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser, Seller and Purchaser will, and will cause their respective Affiliates to, cooperate with each other and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including: (i) negotiate, prepare and file as promptly as obtaining in the most expeditious manner practicable all necessary applicationsactions or nonactions, noticesConsents, petitions, Governmental Authorizations and filings, and execute all agreements and documents, Orders (including with respect to the extent required by Law or Order HSR Approval and the Required Regulatory Approvals, but subject to Section 6.02(b) and Section 6.02(c), as applicable) from Governmental Entities in connection with the authorization, execution, delivery delivery, performance and performance consummation of this Agreement Agreement, the Ancillary Documents and the consummation of Transactions; (ii) vigorously defending any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting this Agreement, the transactions contemplated hereby Ancillary Documents or the Transactions (including all regulatory proceedings necessary or advisable in connection with obtaining the HSR Approval and the Required Regulatory Approvals) and (ii) obtain the consents, approvals, and authorizations of all Governmental Entities or seeking to the extent required by Law prohibit or Order in connection with the execution, delivery and performance of this Agreement and delay the consummation of the transactions contemplated by this Agreement Transactions or rescind, vacate, or otherwise challenge any Orders granted; (including iii) seeking to have lifted or rescinded any injunction or restraining order which may adversely affect the Required Regulatory Approvals). Each Party will, and will cause its Affiliates to, consult and cooperate with ability of the other Party as parties to consummate 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 Transactions; (iv) as promptly as practicable to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Lawpracticable, 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. 90 days after the date hereof or such later date as Seller and Purchaser shall may agree, making or causing to be responsible for any filing fees required under the HSR Act. (b) Purchaser and Sellermade all necessary notifications, 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 with respect to the content, terms HSR Approval 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 thereafter make any other required submissions, and all proposals relating to pay any regulatory commitments of Purchaser, Seller, their respective Affiliates or business, or with any Governmental Entity, its staff, intervenors or customers, in each case, fees due 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 coordinatetherewith, with respect to this Agreement, the scheduling Ancillary Documents and conduct of all meetings the Transactions required under or with Governmental Entities in connection with respect to the transactions contemplated by this Agreement (including HSR Approval and the Required Regulatory Approvals); provided, however, to that Seller, the fullest extent practicable Company and permitted by Law, Purchaser shall cooperate with each other in connection with determining whether any communicationsaction by or in respect of, meetings or other contactsfiling with, oral or written, with any Governmental Entity is required in connection with the transactions contemplated hereby, each of Seller and Purchaser shall Transactions (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 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement HSR Approval and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing to take actions that, after the Closing Date, would limit Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals) and seeking any such actions, consent to the taking of consents, approvals or waivers or making any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and such filings; (iiv) Seller shall not be required tousing its reasonable best efforts, including paying reasonable consent fees, if necessary, to obtain the amendments contemplated by Section 7.03(c) in such a form as would satisfy the condition contained in Section 7.03(c); and (vi) executing and Purchaser shall not, in connection with obtaining delivering any additional instruments necessary to consummate the Required Regulatory Approvals, consent to Transactions and fully carry out the imposition purposes of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closingthis Agreement.

Required Actions. (a) Seller Subject to the terms and Purchaser willconditions of this Agreement, and will cause their respective Affiliates to, cooperate with each other and of the parties shall use its reasonable best efforts to (i) negotiateconsummate and make effective, prepare and file as promptly soon as practicable all necessary applicationsreasonably possible, noticesthe Transactions, 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR ActMerger. (b) Purchaser Without limiting Section 6.03(a), Parent and Seller, acting reasonably the Parent Board and in good faith, will coordinate, and Seller shall cause the Company and the Company Board, as the case may be, shall use their respective reasonable best efforts to coordinate(x) take all action reasonably appropriate to ensure that no takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the preparation and making of Merger or 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 transaction contemplated by this Agreement and (including y) if any takeover statute or similar statute or regulation becomes applicable to this Agreement, 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 Merger or any of its Affiliates proposes or intends other transaction contemplated by this Agreement, take all action reasonably appropriate to make, including ensure that the subject 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that Transactions may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals consummated as promptly as reasonably practicable and, in any event prior to on the Outside Date. Materials shared terms contemplated by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 businessAgreement. (c) Without limiting Parent shall take reasonable best efforts to obtain the foregoing, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any actionexpiration or early termination of the HSR Act waiting period, including but not limited to (i) acquiring any assetjointly proposing with the Company to negotiate, 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 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) in the case of Purchaser, proposing, negotiating, committing commit to and effectingeffect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing transfer, license, or disposition of, or prohibition or limitation on the ownership or operation by Parent, the Company or any of their respective Subsidiaries of, any portion of the business, properties or assets of Parent, the Company or business any of Purchasertheir respective Subsidiaries, (ii) terminating, modifying, or assigning existing relationships, contracts, or obligations of Parent or its Subsidiaries or Affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the Companyassets, including entering into customary ancillary agreements relating properties, or businesses to any such salebe acquired pursuant to this Agreement, divestiture, licensing or disposition, and (Div) otherwise taking or committing to take actions that, after the Closing Date, any other action that would limit PurchaserParent’s or its Subsidiaries’ or Affiliates' freedom of action with respect to, or its their ability to retain or hold, directly or indirectlyretain, one or more of the their respective operations, divisions, businesses, product lines lines, customers, assets or assets rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement (collectively, a "Divestiture Action"); provided that Parent or any Parent Subsidiaries are not obligated to take any Divestiture Action or other action unless such action is expressly conditioned upon and is only effective after the Closing of the Merger and such action would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries from and after the Effective Time, taken as a whole. The Company shall agree to take any Divestiture Action requested by Parent if such actions are only effective after the Effective Time and conditioned upon the consummation of the Merger. In the event that any Divestiture Action is proposed by or acceptable to a Governmental Entity, Parent shall have the right to determine the manner in which to implement the requirement of such Governmental Entity; provided, that in no event shall Parent or the Company (or any of their respective Subsidiaries or other Affiliates) be required to take or effect any such action that is not conditioned upon the consummation of the Merger; provided, further, that Parent shall consult with the Company and give consideration to the views of the Company on all matters relating to any possible Divestiture Action. (d) In addition, if any action or Proceeding is instituted (or threatened) challenging the Merger or any other transaction contemplated by this Agreement as may violating any antitrust, competition, foreign investment, trade regulation or similar Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be required entered or enforced by a any Governmental Entity that would make the Merger or agreeing to any other action in order to effect each transaction contemplated by this Agreement illegal or otherwise delay or prohibit the consummation of the following: Merger or any other transaction contemplated by this Agreement, Parent, its Affiliates and Subsidiaries and the Company, its Affiliates and Subsidiaries, shall use reasonable best efforts to (1subject the limitations set forth in Section 6.03(c)) obtaining all Required Regulatory Approvals as soon as reasonably practicable contest and in defend any event before the Outside Datesuch Claim, (2) avoiding the cause of action, or Proceeding to avoid entry of, or having to have vacated, lifted, dissolvedreversed, reversed repealed, rescinded, or overturned terminated, any Orderdecree, order, judgment, or injunction (whether temporary, preliminary preliminary, or permanent, that is in effect ) that prohibits, prevents prevents, or restricts consummation ofof the Merger or any other transaction contemplated by this Agreement. Parent shall be entitled to direct any such action or Proceeding described in this Section 6.03(d); provided, however, that it shall afford the Company a reasonable opportunity to participate therein. (e) Without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or impedescause to be made, interferes in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to 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, application or delays, filing and in order to achieve the Closing, and effects set forth in Section 6.03(b); (3iii) effecting give the expiration or termination other reasonable prior notice of any waiting periodsuch registration, which would otherwise have the effect of preventingdeclaration, prohibiting notice, application 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving 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(c) 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, notice, filing, application or communication; (iv) use its reasonable best efforts to respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, foreign investment, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, foreign investment, trade regulation or similar matters (including a concession "second request" under the HSR Act), and not extend any waiting period under the HSR Act or commitment enter into any agreement with such Governmental Entities or other authorities not to consummate any of the Transactions, except with the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(e)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) 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 or a communication is initiated by a Governmental Entity without advance notice, keep the other party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, Parent 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 member Governmental Entity and (E) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the Seller Groupsubstance thereof) between it and its Affiliates and their respective Representatives, (excluding on the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required toone hand, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking any Governmental Entity or members of any action or Governmental Entity's staff, on the imposition of any termsother hand, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Sellerthis Agreement and the Merger, any of provided that each party may designate information as "outside counsel only," and the receiving party agrees to instruct its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect counsel not to the Company or the Business that are conditional upon the occurrence of the Closingdisclose such information to its client.

Required Actions. (a) Seller and Purchaser 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 practicable all necessary applications, notices, petitions, and filings, 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (b) Purchaser and Seller, acting reasonably and in good faith, will coordinate, and Seller shall will cause the Company Companies 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 its Affiliates or businessthe 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 Companies 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 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 matter, contents, intended agenda 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 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 the Parties’ covenants and agreements under this Section 5.55.5(a) and Section 5.5(b), Purchaser but subject to the limitations of Section 5.5(d), the Parties shall, and shall cause its their respective Affiliates to, take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings solely with respect to the Companies or the Business necessary to avoid or eliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals Approvals, so as to enable the Closing to occur as promptly as practicable, including including, solely with respect to the Companies or the Business, (A) agreeing to conditions imposed by, or taking any action required by, any Governmental Entity 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 would prevent or prohibit or impede, interfere with or delay the consummation of the Closing, (C) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates the Companies or the CompanyBusiness, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing agreeing to take actions that, after the Closing Date, would limit Purchaser’s freedom of any other action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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, 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, in each case as may be required in order to obtain the Required Regulatory Approvals or to avoid the entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Notwithstanding anything in this Agreement to the contrary, the entry into any settlement with any a Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates Affiliates, must be approved by Purchaser andmutually agreed between Seller and Purchaser, to the extent involving a concession provided that nothing in this sentence shall modify or commitment made by diminish any member of the Seller Group, (excluding the Company), Seller’s or Purchaser’s obligations under this Section 5.5. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, : (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory ApprovalsApprovals or setting such filings for hearing, settlement or other investigation, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and Closing; (ii) except as set forth in Section 5.5(d) of the Seller Disclosure Letter, Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, Seller or any of its Affiliates (other than the Companies) or any of their respective businesses, businesses (other than termsthe Business) (a “Seller Burdensome Condition”); and (iii) neither Purchaser nor Parent shall, including in connection with obtaining the Required Regulatory Approvals, (A) be required to consent to the imposition of any terms conditions or limitations on or with respect to Parent, Purchaser or any of their Affiliates (other than, from and after the Company Closing, the Companies) or any of their respective businesses (other than, from and after the Business that are conditional upon Closing, the occurrence Business) or (B) be required to propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise regarding, the sale, divestiture, license or disposition, in whole or in part of, or suffer any restriction on the operation of the assets, properties or businesses of Parent or its Affiliates (other than, from and after the Closing, the Business) (the foregoing clause (iii), a “Purchaser Burdensome Condition”).

Required Actions. (a) Purchaser, Everest, Olympus and Trango (and for the purpose of this Section 7.6, references to Trango, shall to the extent any other Seller and Purchaser willis requested, requisitioned or otherwise required by a Governmental Entity to participate in any of the following, include any such other Seller) shall use its reasonable endeavors to take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate with each other all things necessary, proper or advisable under any applicable Laws to consummate and use best efforts to make effective in the most expeditious manner possible the Sale, including (i) negotiatethe preparation and filing of all forms, prepare registrations and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, notices required to be filed to consummate the extent Sale or otherwise 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 as promptly as practicable 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 under applicable Law in relation to this Agreement or the Sale, (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, confirmation of non-objection or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under applicable Laws, including Antitrust Laws, and in connection with the transactions contemplated herebyRegulatory Approvals) required or advisable to be obtained or made by Purchaser, Everest, Olympus or any Seller or any of their respective Affiliates in connection with this Agreement or the Sale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and to fully carry out the purposes of this Agreement. Additionally, Purchaser, Everest, Olympus and Trango shall use its reasonable endeavors 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 Law to fulfil all conditions precedent to this Agreement. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser, Everest, Olympus and Trango shall each keep the other apprised of the status of matters relating to the completion of the Sale and work cooperatively in connection with obtaining all required or advisable consents, clearances, expirations or terminations of waiting periods, authorizations, Orders, confirmations of non-objection or approvals of, or any exemptions by, any Governmental Entity. In furtherance that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 7.5, to the extent not in limitation of the foregoingprohibited by applicable Law, each of Seller Purchaser, Everest, Olympus and Purchaser will Trango shall promptly consult with each other to provide any necessary or reasonably requested information with respect to (and, in the case of correspondence, provide each other (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 and the Sale. Subject to the Confidentiality Agreement and Section 7.5, to the extent not prohibited by applicable Law, each of Purchaser, Everest, Olympus and Trango shall promptly inform each other, and in the case of written communication, furnish each other with copies of (or, in the case of oral communications, advise each other orally of) any communication from any Governmental Entity regarding the Sale, and permit each other to review and discuss in advance, and consider in good faith each other’s views 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, then such Party shall make, or cause to be made, promptly and after consultation with Purchaser, Everest and Olympus, an appropriate filing of a Notification and Report Form pursuant to the HSR Act response in compliance with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and such request. No Party shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or the transactions contemplated herebySale, or with any other Person in connection with any proceeding or Action, inquiry, audit, notice of violation, summons, subpoena or investigation by a private party relating to any applicable Antitrust Laws in connection with this Agreement or the Sale or to the Regulatory Approvals, or make oral submissions at meetings or in telephone or other conversations, unless it consults with each of Seller and Purchaser shall (and will cause its Affiliates to): (i) inform the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives each other Party the opportunity to attend and participate thereat, provided, that a Party may communicate with a Governmental Entity in the ordinary course regarding the status of any pending Regulatory Approval without providing advance notice to each other Party (except where such communicationcommunication includes a material update to a Governmental Entity), meetingbut shall thereafter provide a copy of the communication to such other Parties. Subject to the Confidentiality Agreement and Section 7.5, to the extent not prohibited by applicable Law, each Party shall furnish Purchaser, Everest and Olympus with copies of all correspondence, filings, submissions and communications between it and any such Governmental Entity or other contact which such Party Person with respect to this Agreement and the Sale, and furnish Purchaser, Everest and Olympus with such necessary information and reasonable assistance as Purchaser, Everest or Olympus, as applicable, may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity or other such Person. Notwithstanding anything to the contrary herein, Purchaser shall, following good faith consultation with Everest and Olympus, and consistent with its obligations hereunder, have principal discretion in devising and implementing the strategy for obtaining Regulatory Approvals, including making the final determination as to whether and when to submit any voluntary or discretionary notifications or filings in connection with this Agreement or the Sale under any Antitrust Law to Governmental Entities in any of the jurisdictions where the net revenue of Purchaser for the fiscal year 2018 exceeded $10 million (the “Specified Jurisdictions”); provided, that Purchaser shall use its reasonable best endeavours to expedite the conclusion of any investigation of the Sale under any Antitrust Law; provided, further, that none of Everest, Olympus or any of their respective Subsidiaries or any director of Everest, Olympus or any of their respective Subsidiaries shall be obligated to make or refrain from making any notification or filing to any Governmental Entity in circumstances where they believe (acting reasonably) it would be a breach of their obligations under applicable Law to make or refrain from making (as the case may be) such notification or filing. Notwithstanding anything to the contrary herein, Purchaser shall, following good faith consultation with Everest and Olympus, and consistent with its Affiliates proposes obligations hereunder, have principal discretion in determining the form and content of, and when to submit, any applications, notifications or intends filings in relation to make, including the subject matter, contents, intended agenda a Regulatory Approval and other aspects of any of the foregoingnotifications set forth in the column headed “Pre-completion Notice Required” at of Section 7.6(b) of the Olympus Disclosure Schedule (each, a “Regulatory Notification”). Purchaser, Everest and Olympus may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Agreement as “outside counsel only”, “outside antitrust counsel only”, “outside regulatory counsel only” or “outside counsel/corporate in-house antitrust and regulatory counsel only.” Such designated materials and any materials provided by Purchaser, Everest or Olympus pursuant to this Section 7.6, and the information contained therein, shall be given only to the designated legal counsel of the recipient and shall not be disclosed to any other Person unless express permission is obtained in advance from the source of the materials (Purchaser, Everest or Olympus, 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 Everest and/or Olympus, (ii) consult as necessary to comply with contractual arrangements and cooperate (iii) as necessary to address reasonable privilege concerns. (c) Purchaser, Everest and Olympus shall file or cause to be filed (as applicable) (i) any filings and/or notifications required under applicable Antitrust Laws or in connection with the Regulatory Approvals, (ii) the Regulatory Notifications and (iii) any voluntary or discretionary notifications or filings as promptly as practicable, but in any event any final notifications or, where a draft must be filed prior to the final notification, initial draft notifications of any other Party, and to take into account filings shall be submitted no later than the comments earlier of the other Party applicable statutory deadline and 20 Business Days after the date of this Agreement (unless the applicable notification or filing is not required to be made until after the Closing). In the event that Purchaser, Everest or Olympus receives a request for additional information or documentary materials after an initial notification pursuant to any applicable Antitrust Law or in connection with any of the matters covered by Section 5.5(a); (iii) permit Representatives Regulatory Approvals, the applicable Party shall use its respective reasonable endeavors to certify compliance with such requests, as applicable, as promptly as practicable and advisable, and counsel for the Parties shall closely cooperate during the entirety of the other Party to participate in any such communicationsinvestigatory or review process. (d) Each of Purchaser, meetingsEverest and Olympus shall use its reasonable endeavors to resolve as promptly as practicable such objections, 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; provided furtherif any, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that as may be asserted by any Governmental Entity with respect to the transactions contemplated Sale under this Agreement any applicable Antitrust Laws or in connection with any of the Regulatory Approvals. In connection therewith, if any Action, inquiry, audit, notice of violation, summons, subpoena or investigation is instituted (or threatened to be instituted) challenging the Sale as violative of any applicable Laws, Purchaser, Everest and Olympus shall do so jointly (to the extent practicable) use their respective reasonable endeavors to initiate and/or participate in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable andproceedings, whether judicial or administrative, in order to (i) oppose or defend against any event prior Action, inquiry, audit, notice of violation, summons, subpoena or investigation by any Governmental Entity to prevent or enjoin the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation consummation of the Business, Sale and/or (Bii) take such action as necessary to comply with contractual arrangementsoverturn any regulatory Action, (C) as necessary inquiry, audit, notice of violation, summons, subpoena or investigation by any Governmental Entity to comply with legal requirements and (D) as necessary to address reasonable attorney-client block consummation of the Sale, including by defending any such Action, inquiry, audit, notice of violation, summons, subpoena or other privilege or confidentiality concerns. Nothing in this Section 5.5(b) will apply to or restrict communications or other actions investigation brought by a Party with or with respect to any Governmental Entity in connection with its business in order to avoid the ordinary course entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Order that makes illegal or prohibits the consummation of businessthe Sale resulting from any such Action, inquiry, audit, notice of violation, summons, subpoena or investigation. (ce) Without limiting In furtherance of 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates to be taken, any and all steps and to make, or cause to be made, any and all undertakings actions necessary to avoid or eliminate each and every impediment asserted by under any Governmental Entity Antitrust Laws and in connection with obtaining any of the Required Regulatory Approvals so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of PurchaserEverest, its Olympus and their respective Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit PurchaserEverest’s, Olympus’s or any of their respective Affiliates’ freedom of action with respect to, or its or their ability to retain or holdretain, directly or indirectly, one or more of the any businesses, product lines or assets of Everest, Olympus or their respective Affiliates. In that regard Purchaser shall and, if requested by Purchaser, Everest or Olympus shall (but, subject to each Party’s obligations under this Agreement, including this Section 7.6, and if not so requested by Purchaser shall not), agree to take any action with respect to the Company as may be required by a Governmental Entity Everest Business or the Olympus Business, including agreeing to or otherwise effecting any other action 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 Datesale, (2) avoiding the entry ofdivestiture, license, hold separate arrangement, or having vacated, lifted, dissolved, reversed any limitation or overturned any Order, whether temporary, preliminary or permanentrestriction on the freedom of action with respect to such businesses and assets; provided, that is in effect that prohibits, prevents Purchaser shall not be obligated to take or restricts consummation of, agree or impedes, interferes with or delays, the Closingcommit to take, and (3) effecting the expiration neither Everest nor Olympus shall discuss, propose, agree or termination of commit to take, any waiting period, which would otherwise have the effect of preventing, prohibiting or restricting consummation of the Closing or impeding, interfering with or delaying such action that is not conditioned on the Closing. No actions taken pursuant to this Section 7.6(e) shall be considered for purposes of determining whether a Material Adverse Effect has occurred or may occur. Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary, the entry into any settlement in no event shall Purchaser be obligated to, and Everest and Olympus shall not agree with any a Governmental Entity or intervenorwithout the prior written consent of Purchaser, to (A) divest, hold separate, license, or otherwise encumber the filing with any Governmental Entity assets or the publication businesses of any document containing any commitments (including any preliminary offer relating to such settlementEverest, filing or publication) regarding a Required Regulatory Approval of any Party Olympus or their respective Affiliates must if such actions, individually or in the aggregate, would be approved by Purchaser and, material to the extent involving financial condition, business or results of operations of Everest and its Subsidiaries, taken as a concession whole, or commitment made by material to the financial condition, business or results of operations of Olympus and its Subsidiaries, taken as a whole, or (B) divest, hold separate, license, accept any member operational modification or restriction with respect to or otherwise encumber the assets or businesses of the Seller Group, (excluding the Company), SellerPurchaser or its Subsidiaries. (df) Notwithstanding Neither Purchaser nor any of its Affiliates shall, or shall agree to, acquire, whether by merging with or into, consolidating with, purchasing all or a portion of the foregoing assets of or anything else all or a portion of the equity in, or otherwise, any business or corporation, partnership, or other business organization or division thereof or other Person, or dissolve, merge or consolidate with any other Person, or engage in this Agreement any business combination transaction or sale, whether by merging with or into, consolidating with, or selling all or a portion of its or its Affiliates’ assets or equity to, any other Person, or take any other action, including entering into, or agreeing to enter into, any license, joint venture or other agreement or transaction, which could reasonably be expected to, in each case or in the contraryaggregate, (i) neither Seller nor impose any material delay in the obtaining of, or materially increase the risk of not obtaining, (A) the expiration, termination or waiver of any applicable waiting period or any consent, approval, permit, ruling, authorization, clearance or other approval pursuant to the Antitrust Laws necessary to consummate the transactions contemplated hereby or (B) any of the Regulatory Approvals, (ii) materially increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated hereby, including the Sale, (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise, (iv) materially delay, impair, impede, hinder, adversely affect or prevent the consummation of the transactions contemplated hereby, including the Sale, or (v) cause any of the conditions set forth in Article VIII to fail to be satisfied or materially delay, impair, impede, hinder, adversely affect or prevent the ability of Purchaser and its Affiliates to perform their obligations under this Agreement. Purchaser shall be required tonot consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated hereby, including the Sale, or withdraw its notification and neither Seller nor Purchaser shallreport form pursuant to any registrations, applications, declarations, reports, submissions or other filings made pursuant to any applicable Antitrust Law or in connection with obtaining any of the Required Regulatory Approvals, Approvals unless each of Everest and Olympus has given its prior written consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closing.such extension o

Required Actions. (a) Seller and Purchaser 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 practicable all necessary applications, notices, petitions, and filings, 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. - 41 - (b) Purchaser and Seller, acting reasonably and in good faith, will coordinate, and Seller shall will cause the Company Companies 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 its Affiliates or businessthe 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 Companies 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 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 matter, contents, intended agenda 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 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 the Parties’ covenants and agreements under this Section 5.55.5(a) and Section 5.5(b), Purchaser but subject to the limitations of Section 5.5(d), the Parties shall, and shall cause its their respective Affiliates to, take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings solely with respect to the Companies or the Business necessary to avoid or eliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals Approvals, so as to enable the Closing to occur as promptly as practicable, including including, solely with respect to the Companies or the Business, (A) agreeing to conditions imposed by, or taking any action required by, any Governmental Entity 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 would prevent or prohibit or impede, interfere with or - 42 - delay the consummation of the Closing, (C) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates the Companies or the CompanyBusiness, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing agreeing to take actions that, after the Closing Date, would limit Purchaser’s freedom of any other action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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, 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, in each case as may be required in order to obtain the Required Regulatory Approvals or to avoid the entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Notwithstanding anything in this Agreement to the contrary, the entry into any settlement with any a Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates Affiliates, must be approved by Purchaser andmutually agreed between Seller and Purchaser, to the extent involving a concession provided that nothing in this sentence shall modify or commitment made by diminish any member of the Seller Group, (excluding the Company), Seller’s or Purchaser’s obligations under this Section 5.5. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, : (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory ApprovalsApprovals or setting such filings for hearing, settlement or other investigation, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and Closing; (ii) except as set forth in Section 5.5(d) of the Seller Disclosure Letter, Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, Seller or any of its Affiliates (other than the Companies) or any of their respective businesses, businesses (other than termsthe Business) (a “Seller Burdensome Condition”); and (iii) neither Purchaser nor Parent shall, including in connection with obtaining the Required Regulatory Approvals, (A) be required to consent to the imposition of any terms conditions or limitations on or with respect to Parent, Purchaser or any of their Affiliates (other than, from and after the Company Closing, the Companies) or any of their respective businesses (other than, from and after the Business that are conditional upon Closing, the occurrence Business) or (B) be required to propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise regarding, the sale, divestiture, license or disposition, in whole or in part of, or suffer any restriction on the operation of the assets, properties or businesses of Parent or its Affiliates (other than, from and after the Closing, the Business) (the foregoing clause (iii), a “Purchaser Burdensome Condition”).

Required Actions. (a) Purchaser and Seller and Purchaser willshall take, or cause to be taken, all actions, and will 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 on the terms and subject to the conditions set forth in this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Sale, (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 Competition Laws) required to be obtained or made by Purchaser or Seller or any of their respective Affiliates to, cooperate with each other and use best efforts to (i) negotiate, prepare and file as promptly as practicable 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 executionSale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Sale and performance to fully carry out the purposes 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)Agreement. 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 as promptly as practicable to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable LawAdditionally, each of Seller and Purchaser will have 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 take any action after the right date of this Agreement that would reasonably be expected to review delay the obtaining of, or result in advance all characterizations 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. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Seller shall each keep the other apprised of the information status of matters relating to it or to the transactions contemplated by this Agreement which appear in any filing made by completion of the other Party or any of its Affiliates Sale 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. Purchaser and Seller shall coordinate with respect to the transactions contemplated herebyoverall strategy relating to Competition Laws, including with respect to any filings, notifications, submissions and communications with or to any Governmental Entity; provided, however, that Purchaser shall make the final determination as to the appropriate course of action. In furtherance 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 limitation the case of correspondence, provide the other party (or its 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 and the Sale. 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 in the case of written communication, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from any Governmental Entity regarding the Sale, and permit the other party to review and discuss in advance, and consider in good faith the views of the foregoingother party in connection with, each any proposed written or (to the extent reasonably practicable) oral communication or submission with or to any such Governmental Entity. If any party to this Agreement or any representative of Seller and Purchaser such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Sale, then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act response in compliance with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and such request. Neither party shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or 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, meetingSale, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of proceeding or Action by such Person relating to the matters covered by Section 5.5(a); (iii) permit Representatives of HSR Act or any other Competition Laws in connection with this Agreement or the Sale, or make oral submissions at meetings or, to the extent reasonably practicable, in telephone or other conversations, unless it consults with the other Party party in advance and, to participate in any the extent not prohibited by such communicationsGovernmental Entity, meetings, or other contacts; (iv) notify gives the other Party of any oral communications with any Governmental Entity relating party the opportunity to any of attend and participate thereat. Subject to the foregoing; Confidentiality Agreement and (v) provide Section 5.2, to the extent not prohibited by applicable Law, each party shall furnish the other Party party with copies of all written correspondence, filings, submissions and communications with (and memoranda setting forth the substance thereof) between it and any such Governmental Entity relating to any of the foregoing; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity other such Person with respect to this Agreement and the transactions contemplated Sale, 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 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 and shall do so in a manner reasonably designed any materials provided by Purchaser to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior Seller or by Seller to the Outside Date. Materials shared by and among the Purchaser, Seller and Company Purchaser pursuant to this Section 5.5(b5.3, 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 (Ai) to remove references concerning the valuation of the Business, (Bii) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements arrangements and (Diii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 Purchaser and Seller shall file, as promptly as practicable, but in any event no later than fifteen (15) Business Days after the foregoingdate of this Agreement (unless Purchaser and Seller mutually agree to a later filing date), notifications under the HSR Act, and Purchaser and Seller shall file, as promptly as practicable, any other filings and/or notifications under applicable Competition Laws. 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 Competition Laws, the parties shall use their respective best efforts to certify compliance with such requests, as applicable, at the earliest practicable and advisable date and produce documents on a rolling basis, and counsel for both parties will closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and Seller shall use their respective best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Sale under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, or any other United States federal or state or foreign or supranational Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade (collectively, “Competition Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Sale as violative of any Competition Laws, Purchaser and Seller shall notjointly (to the extent practicable) use their best efforts to initiate and/or participate in any proceedings, and shall cause their respective Affiliates not towhether judicial or administrative, take any action, including in order to (i) acquiring oppose or defend against any asset, property, business Action by any Governmental Entity to prevent or Person (by way enjoin the consummation 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), Sale and/or (ii) making take such action as necessary to overturn any filing regulatory Action by any Governmental Entity to block consummation of the Sale, 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 resulting from any such Action. (iiie) Notwithstanding any other action, that, in each case, could reasonably be expected to adversely affect obtaining or making, or the timing provision of obtaining or making, any consent or approval contemplated by this Section 5.5. In furtherance of and without limiting any of Purchaser’s covenants and agreements under this Section 5.5Agreement, Purchaser shall, and shall cause its Affiliates to be taken, any and take all steps and to make, or cause to be made, any and all undertakings actions necessary to avoid or eliminate each and every impediment asserted by under any Governmental Entity in connection with obtaining the Required Regulatory Approvals Competition Laws so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Transferred Entities, Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionand their respective Affiliates, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities or their respective Affiliates’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Transferred Entities, directly Purchaser, and their respective Affiliates. In that regard Purchaser shall and, if requested by Purchaser, Seller shall (but, subject to Purchaser’s obligations under this Agreement, including this Section 5.3, if not so requested by Purchaser shall not), agree to divest, sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one or more Purchaser’s, Seller’s, or their respective Affiliates’ ability to retain, any of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 DateTransferred Entities, (2) avoiding the entry ofPurchaser, 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businessesAffiliates. 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 anything herein to the contrary, neither Purchaser nor Seller shall be obligated to take or agree or commit to take any action described in clause (i) or (ii) of this Section 5.3(e) (A) that is not conditioned on the Closing or (B) that relates to any business, operations, assets, liabilities, product lines or Subsidiary not to be transferred to Purchaser pursuant to and in accordance with the terms and conditions of this Agreement. (f) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated 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 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 terms, conditions or limitations on or with respect the fees of and payments to the Company or the Business that are conditional upon the occurrence of the ClosingSeller’s legal and professional advisors.

Required Actions. (a) Seller Purchaser and Parent shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts to promptly 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 the most expeditious manner possible the Sale and the other transactions contemplated by this Agreement, including (i) preparing and filing all filings, forms, registrations, and notifications required to be filed to consummate the Sale and the other transactions contemplated by this Agreement; (ii) using reasonable best efforts to obtain (and cooperate with each other in obtaining) all consents, clearances, expiration or termination of any waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of the Sale or the other transactions contemplated by this Agreement, and (iv) executing and delivering 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. (b) Purchaser and Parent shall, and shall cause their respective Affiliates to, file, as promptly as practicable, but in any event no later than ten (10) Business Days after the date of this Agreement, notifications under the HSR Act, and to make or file, as promptly as practicable all other filings, forms, registrations and notifications with any Governmental Entity required to be filed to consummate the Sale and the other transactions contemplated by this Agreement under any applicable Competition Law. Purchaser and Parent shall request early termination of any applicable waiting periods under the Competition Laws and, in the event that Purchaser or Parent receive a request for information or documentary material pursuant to the HSR Act or any other Competition Law (a “Second Request”), each will, and will cause their respective Affiliates to, use reasonable best efforts (and will cooperate with each other) to submit an appropriate response to such Second Request as promptly as practicable. (c) In furtherance of the covenants in this Section 5.3 and notwithstanding any other and use best efforts to provision of this Agreement, (i) negotiateif any administrative or judicial action or proceeding, prepare and file as promptly as practicable all necessary applicationsincluding any proceeding by a private party, notices, petitions, and filings, and execute all agreements and documents, is instituted (or threatened to be instituted) challenging the extent required by Law Sale 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 other 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 violative 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 as promptly as practicable to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Competition Law, each of Seller the parties hereto shall use its reasonable best efforts to contest and Purchaser will resist any such action or proceeding and to have the right to review in advance all characterizations of the information relating to it vacated, lifted, reversed or to the transactions contemplated by this Agreement which appear in overturned any filing made by the other Party or any of its Affiliates in connection with the transactions contemplated hereby. In furtherance and not in limitation of the foregoingdecree, each of Seller and Purchaser will makejudgment, injunction, or cause to be madeother order, an appropriate filing of a Notification whether temporary, preliminary or permanent, that results from such action or proceeding and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (b) Purchaser and Sellerthat prohibits, 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 prevents 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 restricts consummation of the transactions contemplated hereby. Purchaser Sale on or before the Outside Date 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 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that take all actions as may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 under the HSR Act or any Governmental Entity in connection with obtaining the Required Regulatory Approvals other applicable Competition Laws so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, otherwise (A) the sale, divestiture, licensing divestiture or disposition of or otherwise hold separate (including by establishing a trust or otherwise), any assets businesses, product lines, assets, or business equity interests of the Transferred Entities, Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositiontheir respective Subsidiaries, and (DB) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities’ or their respective Subsidiaries’ freedom of action with respect to, or its ability to retain or holdoperate and/or retain, directly or indirectly, one or more of the any businesses, product lines lines, assets, or assets equity interests of the Company as may be required by a Governmental Entity or agreeing to any other action 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 DateTransferred Entities, (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 ClosingPurchaser, and (3their respective Subsidiaries. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.3(c) effecting nor the expiration impact thereof on the Business shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred 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 Closingmay occur. Notwithstanding anything in this Agreement herein to the contrary, (x) Parent shall not be obligated to take or agree or commit to take any such action (1) that is not conditioned on the entry into any settlement with any Governmental Entity or intervenorClosing, or (2) that relates to or impacts the filing Retained Businesses and (y) the obligations set out under Section 5.3(c)(ii) are limited to Purchaser, the Transferred Entities and their respective Subsidiaries. (d) Purchaser and Parent shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating other actions pursuant to such settlementthis Section 5.3, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving not prohibited by applicable Law, Purchaser and Parent shall each keep the other apprised on a concession or commitment made by any member current basis of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement status of matters relating to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence completion of the Closing Sale and (ii) Seller shall not be required tothe other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Purchaser and Purchaser shall notParent, in connection with obtaining as the Required Regulatory Approvalscase may be, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businessesAffiliates, other than terms, conditions or limitations on or from any third party and/or any Governmental Entity with respect to the Company Sale or the Business that are conditional upon other transactions contemplated by this Agreement. Subject to applicable Law relating to the occurrence exchange of information (including the Confidentiality Agreement), Purchaser and Parent shall permit counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the Closingother party in connection with, any proposed notifications or filings and any written communications or submissions to any Governmental Entity. Purchaser 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, and the information contained therein, shall be given only to the outside legal counsel of the recipient involved in the Sale and the other transactions contemplated by this Agreement and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient unless written permission is obtained in advance from the source of the materials (Purchaser or Parent, as the case may be) or its legal counsel in advance of it being shared; 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 arrangements and (iii) as necessary to address reasonable privilege concerns. Purchaser and Parent shall not participate in any meeting (whether in-person, by telephone, or otherwise) with any Governmental Entity in connection with this Agreement or the Sale, or with any other Person in connection with any proceeding or Action by a private party relating to the HSR Act or any other applicable Competition Laws in connection with this Agreement or the Sale, 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. (e) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated 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 Governmental Entity to obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval pursuant to this Section 5.3. Section 5.5 or Section 5.22, other than the fees of and payments to Parent’s legal and professional advisors.

Required Actions. (a) Seller Subject to the terms and Purchaser willconditions of this Agreement, each party hereto will use its reasonable efforts to take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate with each all things necessary, proper or advisable under this Agreement and Applicable Law and regulations to consummate the Merger and the other and use best efforts to (i) negotiatetransactions contemplated by this Agreement as soon as practicable after the date hereof, prepare and file including preparing as promptly as practicable all necessary applications, notices, petitions, and filings, ruling requests, and execute other documents and obtaining as promptly as practicable all agreements the Company Approvals, as appropriate, and documentsall other consents, to the extent required by Law or Order in connection with the executionwaivers, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including the Required Regulatory Approvals) and (ii) obtain the consentslicenses, orders, registrations, approvals, permits, rulings, authorizations and authorizations of all clearances necessary or advisable to be obtained from any third party and/or any Governmental Entities Entity in order to consummate the extent required by Law Merger or Order in connection with the execution, delivery and performance of this Agreement and the consummation any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”). The Company shall take all necessary steps, in consultation with Parent, including the Required Regulatory ApprovalsCompany’s making the necessary payments and incurring the obligations, fees, costs and expenses required to obtain the relevant consents and approvals referred to on Section 4.01(d)(3) of the Company Disclosure Letter (the “Contract Consents”) at or immediately prior to the Closing in the manner indicated thereon. With regard to Company Costs, only 50% of the first $750,000 of payments, obligations (determined at their fair net present value), fees, costs and expenses incurred or assumed by the Company to obtain the Contract Consents at Closing, including payments required to be made by the Company pursuant thereto after the Closing and payments to settle or finally resolve any third party Claims with respect thereto (all such fees, costs, expenses and payments, the “Consent Costs”), incurred by the Company in order to obtain the Contract Consents shall be included as Company Costs and in the Company Actual Expense Amount with 100% of Consent Costs in excess of $750,000 being Company Costs and included in the Company Actual Expense Amount. Notwithstanding the foregoing the Company will not be obligated to incur in the aggregate more than $1,125,000 of Consent Costs in order to obtain the Contract Consents unless Parent requires such and in connection therewith Parent agrees that, except as provided in Section 8.01(j), with respect to Consent Costs in excess of $1,125,000, none of such Consent Costs in excess of $1,125,000 will be Company Costs such that, by way of example, if the Consent Costs were $1.5 million only $750,000 of such Consent Costs would be Company Costs and included in the Company Actual Expense Amount, calculated as follows: (50% x $750,000) + ($1,125,000 - $750,000). Each Party willThe Company shall not be obligated to make any payment or incur any obligations, fees, costs or expenses payable to a third party (other than attorneys’ fees, and will cause its Affiliates tocosts of experts and other litigation costs) in connection therewith, 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 except in connection with the preparation of such filingsClosing. (b) The parties shall each cooperate and consult with each other in connection with the actions referenced in Section 6.04(a) to obtain all Required Approvals. In particular, and respond the Company shall (1) furnish as promptly as reasonably practicable to Parent any requests for additional information made concerning the Company and its business, properties and personnel as Parent may reasonably request, in connection therewith with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (2) permit Parent to review in advance, and consider all of Parent’s reasonable comments in connection with, any proposed written communication between it and any Governmental Entity. To the extent permitted under applicable LawIn addition, each party shall (i) promptly inform the other party of Seller (and Purchaser will have the right to review in advance all characterizations of the information relating to it or supply to the transactions contemplated other party) any communication (or other correspondence or memoranda) received by this Agreement which appear in such party from, or given by such party to, any filing made by the other Party Governmental Entity and of any material communication received or any of its Affiliates given in connection with any proceeding by or meeting with a private party, in each case regarding any of the transactions contemplated hereby, and (ii) consult with the other party in advance, to the extent practicable and not prohibited by law, of any meeting or conference with any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by any applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. In furtherance and not in limitation of the foregoing, each of Seller Parent and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant the Company agree that notwithstanding anything to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission contrary in this Agreement, Parent and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, howevershall, to the fullest maximum extent practicable and permitted by Applicable Law, cooperate in connection with any communications, all meetings or other contacts, oral or written, and communications with any Governmental Entity in connection with any Antitrust Laws, including by determining the appropriate timing of any such meeting or communication (including (x) the timing of the submission of any filing with, or response to any request by, a Governmental Entity, and (y) the timing of any action taken pursuant to Section 6.04(c)) such that the requisite approvals are obtained prior to the Termination Date. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.04(a) and 6.04(b), the Company and Parent shall, to the extent permitted by Applicable Law, use commercially reasonable efforts to share information, take consistent positions and include one another in all communications to and meetings and discussions with third parties relating to any Claims arising under the Antitrust Laws in connection with this Agreement and/or the transactions contemplated herebyherein subject to such party not compromising an applicable privilege. Notwithstanding the foregoing, each of Seller and Purchaser nothing contained in this Agreement shall (and will cause its Affiliates to): (i) inform the other Party in advance of any such communicationbe construed so as to require Parent or Merger Sub, meeting, or other contact which such Party or any of its Affiliates proposes their respective Subsidiaries or intends Affiliates, to makesell, including license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Parent, Merger Sub or the subject matter, contents, intended agenda and other aspects of Company (or to require Parent or Merger Sub or any of the foregoing; (ii) consult and cooperate with the other Party, and their respective Subsidiaries or Affiliates 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 in any such communications, meetings, or other contacts; (iv) notify the other Party of any oral communications with any Governmental Entity relating agree to any of the foregoing; and (v). The obligations of each party under Section 6.04(a) provide the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity use commercially reasonable efforts with respect to the transactions contemplated under this Agreement and antitrust matters shall do so in a manner reasonably designed be limited to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 compliance 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 covenants and agreements obligations under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or business of Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (D) otherwise taking or committing to take actions that, after the Closing Date, would limit Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, one or more of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company6.04(c), Seller. (d) Notwithstanding Each party hereto and its respective Board of Directors shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the foregoing Merger or anything else in any other transactions contemplated hereby, take all reasonable action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the contraryeffect of such statute or regulation on this Agreement, (i) neither Seller nor Purchaser shall be required to, the Merger and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closingtransactions contemplated hereby.

Required Actions. (a) Seller Subject to the terms and Purchaser willconditions of this Agreement, and will cause their respective Affiliates to, cooperate with each other and of the parties shall use its reasonable best efforts to (i) negotiateconsummate and make effective, prepare and file as promptly soon as practicable all necessary applicationsreasonably possible, noticesthe Transactions, 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 as promptly as practicable 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. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR ActMerger. (b) Purchaser Without limiting Section 6.03(a), Parent and Seller, acting reasonably the Parent Board and in good faith, will coordinate, and Seller shall cause the Company and the Company Board, as the case may be, shall use their respective reasonable best efforts to coordinate(x) take all action reasonably appropriate to ensure that no takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the preparation and making of Merger or 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 transaction contemplated by this Agreement and (including y) if any takeover statute or similar statute or regulation becomes applicable to this Agreement, 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 Merger or any of its Affiliates proposes or intends other transaction contemplated by this Agreement, take all action reasonably appropriate to make, including ensure that the subject 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 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; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that Transactions may be asserted by any Governmental Entity with respect to the transactions contemplated under this Agreement and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals consummated as promptly as reasonably practicable and, in any event prior to on the Outside Date. Materials shared terms contemplated by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 businessAgreement. (c) Without limiting Parent shall take reasonable best efforts to obtain the foregoing, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any actionexpiration or early termination of the HSR Act waiting period, including but not limited to (i) acquiring any assetjointly proposing with the Company to negotiate, 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 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) in the case of Purchaser, proposing, negotiating, committing commit to and effectingeffect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing transfer, license, or disposition of, or prohibition or limitation on the ownership or operation by Parent, the Company or any of their respective Subsidiaries of, any portion of the business, properties or assets of Parent, the Company or business any of Purchasertheir respective Subsidiaries, (ii) terminating, modifying, or assigning existing relationships, contracts, or obligations of Parent or its Subsidiaries or Affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the Companyassets, including entering into customary ancillary agreements relating properties, or businesses to any such salebe acquired pursuant to this Agreement, divestiture, licensing or disposition, and (Div) otherwise taking or committing to take actions that, after the Closing Date, any other action that would limit PurchaserParent’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or its their ability to retain or hold, directly or indirectlyretain, one or more of the their respective operations, divisions, businesses, product lines lines, customers, assets or assets rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement (collectively, a “Divestiture Action”); provided that Parent or any Parent Subsidiaries are not obligated to take any Divestiture Action or other action unless such action is expressly conditioned upon and is only effective after the Closing of the Merger and such action would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries from and after the Effective Time, taken as a whole. The Company shall agree to take any Divestiture Action requested by Parent if such actions are only effective after the Effective Time and conditioned upon the consummation of the Merger. In the event that any Divestiture Action is proposed by or acceptable to a Governmental Entity, Parent shall have the right to determine the manner in which to implement the requirement of such Governmental Entity; provided, that in no event shall Parent or the Company (or any of their respective Subsidiaries or other Affiliates) be required to take or effect any such action that is not conditioned upon the consummation of the Merger; provided, further, that Parent shall consult with the Company and give consideration to the views of the Company on all matters relating to any possible Divestiture Action. (d) In addition, if any action or Proceeding is instituted (or threatened) challenging the Merger or any other transaction contemplated by this Agreement as may violating any antitrust, competition, foreign investment, trade regulation or similar Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be required entered or enforced by a any Governmental Entity that would make the Merger or agreeing to any other action in order to effect each transaction contemplated by this Agreement illegal or otherwise delay or prohibit the consummation of the following: Merger or any other transaction contemplated by this Agreement, Parent, its Affiliates and Subsidiaries and the Company, its Affiliates and Subsidiaries, shall use reasonable best efforts to (1subject the limitations set forth in Section 6.03(c)) obtaining all Required Regulatory Approvals as soon as reasonably practicable contest and in defend any event before the Outside Datesuch Claim, (2) avoiding the cause of action, or Proceeding to avoid entry of, or having to have vacated, lifted, dissolvedreversed, reversed repealed, rescinded, or overturned terminated, any Orderdecree, order, judgment, or injunction (whether temporary, preliminary preliminary, or permanent, that is in effect ) that prohibits, prevents prevents, or restricts consummation ofof the Merger or any other transaction contemplated by this Agreement. Parent shall be entitled to direct any such action or Proceeding described in this Section 6.03(d); provided, however, that it shall afford the Company a reasonable opportunity to participate therein. (e) Without limiting the generality of the foregoing, each of Parent and the Company shall: (i) make or impedescause to be made, interferes in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to 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, application or delays, filing and in order to achieve the Closing, and effects set forth in Section 6.03(b); (3iii) effecting give the expiration or termination other reasonable prior notice of any waiting periodsuch registration, which would otherwise have the effect of preventingdeclaration, prohibiting notice, application 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving 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(c) 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, notice, filing, application or communication; (iv) use its reasonable best efforts to respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity or any other authority enforcing applicable antitrust, competition, foreign investment, trade regulation or similar Laws for additional information or documentation in connection with antitrust, competition, foreign investment, trade regulation or similar matters (including a concession “second request” under the HSR Act), and not extend any waiting period under the HSR Act or commitment enter into any agreement with such Governmental Entities or other authorities not to consummate any of the Transactions, except with the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity in respect of the Merger (including with respect to any of the actions referred to in Section 6.03(c) and in this Section 6.03(e)) without the other, (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) 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 or a communication is initiated by a Governmental Entity without advance notice, keep the other party reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, Parent 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 member Governmental Entity and (E) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the Seller Groupsubstance thereof) between it and its Affiliates and their respective Representatives, (excluding on the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required toone hand, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking any Governmental Entity or members of any action or Governmental Entity’s staff, on the imposition of any termsother hand, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Sellerthis Agreement and the Merger, any of provided that each party may designate information as “outside counsel only,” and the receiving party agrees to instruct its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect counsel not to the Company or the Business that are conditional upon the occurrence of the Closingdisclose such information to its client.

Required Actions. (a) Seller Purchaser and Purchaser willthe Sellers shall use reasonable best efforts to take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate 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) using reasonable best efforts to prepare and file all forms, registrations, notifications and notices required to be filed to consummate the Sale and the other transactions contemplated by this Agreement, (ii) using reasonable best efforts to take all actions necessary to obtain (and cooperating with each other and use best efforts 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 (iany other Required Approval) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, required to be obtained or made by Purchaser or the extent required by Law Sellers or Order any of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated hereby (including the Required Regulatory Approvals) by this Agreement, and (iiiii) obtain using reasonable best efforts to execute and deliver any additional instruments necessary to consummate 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 Sale and the consummation of the other transactions contemplated by this Agreement (including and to fully carry out the Required Regulatory Approvals)purposes of this Agreement. Each Party willAdditionally, each of the Sellers and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and will do, or cause its Affiliates toto be done, consult all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and cooperate with shall not take any action after the other Party as 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 appropriate time of all such filings and notifications, furnish Closing. (b) Prior to the other Party such necessary information and reasonable assistance in connection with the preparation of such filingsClosing, and respond as promptly as practicable to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under not prohibited by applicable Law, Purchaser and the Sellers shall each of Seller and Purchaser will have keep the right to review in advance all characterizations other apprised of the information status of matters relating to it or to the completion of the Sale and the other transactions contemplated by this Agreement which appear in any filing made by the other Party or any of its Affiliates 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 5.2, 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 herebyby this Agreement. In furtherance 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 limitation 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 foregoingother party in connection with, each 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 Seller and Purchaser 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, promptly and after consultation with the other party to this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act response in compliance with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and such request. Neither Sellers nor Purchaser shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or 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, meetingSale, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of proceeding or Action by a private party relating to the matters covered by Section 5.5(a); (iii) permit Representatives of HSR Act or any other applicable Competition Laws or 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 parties in advance and, to the extent not prohibited by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat, unless such Governmental Entity objects, provided, however, that if a Governmental Entity objects to such other party’s participation in the meeting or conversation, the party or parties that do participate in any such communications, meetings, the meeting or other contacts; (iv) notify conversation shall inform the other Party parties or parties that such a meeting or conversation took place and shall provide a reasonably detailed summary of any oral communications with any Governmental Entity relating such meeting or conversation. Subject to any of the foregoing; Confidentiality Agreement and (v) provide Section 5.2, to the extent not prohibited by applicable Law, each party shall furnish the other Party party with copies of all written correspondence, filings, submissions and communications with (and memoranda setting forth the substance thereof) between it and any such Governmental Entity relating to any of the foregoing; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity 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 the Sellers 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 and shall do so in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior materials provided by Purchaser to the Outside Date. Materials shared Sellers or by and among the Purchaser, Seller and Company Sellers to Purchaser pursuant to this Section 5.5(b5.3, 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 the Sellers, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (Ai) to remove references concerning the valuation of the Business, (Bii) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements arrangements and (Diii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 the Sellers 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates to be taken, any and all steps and to make, file or cause to be madefiled, (i) the required notifications under the HSR Act and with respect to the Required Approval as promptly as practicable, but in any event no later than five (5) Business Days after the date of this Agreement, and (ii) any other filings and/or notifications required under any applicable Competition Laws, whether in draft or final form, as promptly as practicable. 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, 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 will closely cooperate during the entirety of any such investigatory or review process. (d) Purchaser and the Sellers shall 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 the HSR Act and any other applicable Competition Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Sale or the other transactions contemplated by this Agreement as violative of the HSR Act or any other applicable Competition Laws, Purchaser and the Sellers shall jointly (to the extent practicable) use their reasonable best efforts to initiate and/or 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 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 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 and 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 undertakings actions necessary to avoid or eliminate each and every impediment asserted by under the HSR Act or any Governmental Entity in connection with obtaining the Required Regulatory Approvals other applicable Competition Laws so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Transferred Entities, Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionand their respective Subsidiaries, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Transferred Entities, directly Purchaser, and their respective Subsidiaries. In that regard Purchaser shall and, if requested by Purchaser, the Sellers shall (but, subject to Purchaser’s obligations under this Agreement, including this Section 5.3, if not so requested by Purchaser, the Sellers shall not), agree to divest, sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one or more Purchaser’s or the Sellers’ respective Subsidiaries’ ability to retain, any of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 DateTransferred Entities, (2) avoiding the entry ofPurchaser, 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businessesSubsidiaries. 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 anything herein to the contrary, neither the Purchasers nor the Sellers shall 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. (f) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated 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 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 terms, conditions or limitations on or with respect the fees of and payments to the Company or the Business that are conditional upon the occurrence of the ClosingSellers’ respective legal and professional advisors.

Required Actions. (a) Seller Purchaser and Purchaser willSellers shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and will to do, or cause their respective Affiliates toto be done, cooperate all things 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 and notices required to be filed to consummate the Sale; (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) the Required Regulatory Approvals; (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Sale and to fully carry out the purposes of this Agreement, and (iv) not acquiring any senior notes issued under the Embarq Indenture for purposes of asserting an Event of Default (as defined in the Embarq Indenture) thereunder. Additionally, each of Sellers and Purchaser (1) shall use reasonable best efforts to (i) negotiatetake, prepare and file as promptly as practicable or cause to be taken, all necessary applications, notices, petitionsactions, and filingsdo, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and execute all agreements (2) shall 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 Required Regulatory Approval; provided, however, that Purchaser shall be permitted to file any additional or updated applications for any Required Regulatory Approval that may be required in connection with obtaining Debt Financing Sources or equity investments in Purchaser between the date hereof and documentsClosing (collectively, “New Financers/Investors”), as long as Lumen has approved any such New Financers/Investors in writing before or after the date of this Agreement (such approval not to be withheld, conditioned or delayed, to the extent required by Law or Order any such approval would not reasonably be expected to result in the Closing occurring later than the Outside Date). (b) Prior to the Closing, Purchaser and Sellers shall each keep the other reasonably apprised of the status of matters relating to the completion of the Sale and work cooperatively in connection with obtaining any Required Regulatory Approval, including by working cooperatively in connection with any sales, divestitures or dispositions of assets or businesses if and to the executionextent required to be undertaken pursuant to the provisions of this Section 5.6. In that regard, delivery and performance prior to the Closing, 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 its 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 and the consummation Sale. 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 orally of) any material communication from any Governmental Entity regarding the Sale, and permit the other party to review and discuss in advance, and consider in good faith the views 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 other party in connection with, any proposed material written or oral communication with the execution, delivery and performance of any such Governmental Entity. If either party to 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 or any representative of such filings, and respond as promptly as practicable to any requests party receives a request for additional information made in connection therewith by or documentary material from 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 Entity with respect 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. In furtherance and not in limitation of the foregoingSale, each of Seller and Purchaser then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate filing of a Notification and Report Form pursuant to response in compliance with such request. To the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and extent practicable, neither Sellers nor Purchaser shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby, each of Seller and Purchaser shall Sale (and will cause its Affiliates to): (i) inform the other Party or make oral submissions at meetings or in advance of any such communication, meeting, telephone or other contact which such Party or any of its Affiliates proposes or intends to make, including the subject matter, contents, intended agenda and other aspects of any of the foregoing; (iiconversations) consult and cooperate unless it consults with the other Party, party in advance and to take into account the comments of gives the other Party in connection with any of party the matters covered opportunity to attend and participate thereat. To the extent permitted by Section 5.5(a); (iii) permit Representatives of Law, each party shall furnish the other Party to participate 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 party with copies of all written material correspondence, filings and material communications with between it and any such Governmental Entity relating with respect to this Agreement and the Sale, and furnish the other party with such reasonably 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. Notwithstanding anything in this Section 5.6 to the contrary, neither Purchaser nor Sellers shall be obligated to take or agree to commit to take any action that would violate applicable Law or their respective covenants under the Confidentiality Agreement or Section 5.5. (c) Purchaser and Sellers shall file, as promptly as practicable, but in any event no later than sixty-five (65) calendar days after the date of this Agreement (unless mutually extended by Purchaser and Sellers), notifications under the foregoing; provided furtherHSR Act, howeverand Purchaser and Sellers shall file and provide, Purchaser shall have as promptly as practicable, any other filings and/or notifications or information required to obtain the principal responsibilityRequired Regulatory Approvals, in consultation including to the extent applicable, filing all applications with the CompanyFCC and any applicable State Regulators that may be required by the Communications Act or similar rules, regulations, policies, instructions and orders of State Regulators. In the event that the parties receive a request for determining any additional information after any such notification or filing, the parties shall respond to such requests, as applicable, as promptly as possible, and implementing counsel for both parties will closely cooperate during the strategy for obtaining entirety of any necessary clearancesuch investigatory or review process. (d) Purchaser and Sellers shall use their respective reasonable best efforts to resolve such objections, consentsif any, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that as may be asserted by any Governmental Entity with respect to the transactions contemplated Sale under this Agreement the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the Communications Laws, or any other United States federal or state or foreign or supranational Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade (collectively, “Competition Laws”), or any other United States federal or state or foreign or supranational Laws relating to regulation of the Business (together with the Competition Laws, the “Regulatory Laws”). In connection therewith, if any Proceeding is instituted (or threatened to be instituted) challenging the Sale as violative of any Regulatory Laws, Purchaser and Sellers shall do so jointly (to the extent practicable) use their respective reasonable best efforts to participate in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable andProceedings, whether judicial or administrative, in order to: (i) oppose or defend against any event prior action by any Governmental Entity to prevent or enjoin the Outside Date. Materials shared by and among the Purchaser, Seller and Company pursuant to this Section 5.5(b) may be redacted (A) to remove references concerning the valuation consummation of the Business, Sale; and/or (Bii) take such action as necessary to comply with contractual arrangementsoppose any regulatory action by any Governmental Entity to block consummation of the Sale, (C) as necessary to comply with legal requirements and (D) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Nothing in this Section 5.5(b) will apply to or restrict communications or other actions including by a Party with or with respect to defending any 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 Proceeding. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (1) Purchaser shall, on behalf of the parties, have the principal responsibility for all communications, strategy, and other aspects relating to all applicable Competition Laws in connection with obtaining the Required Regulatory Approvals or causing the waiting periods or other requirements under such Competition Laws to terminate or expire no later than the Outside Date; (2) neither Purchaser nor Sellers will withdraw its business or their filing under the HSR Act or enter into any timing agreement with any Governmental Entity without the written consent of the other party; and (3) if any Seller is named as a party to any lawsuit, such Seller shall have the right to act independently provided that such Seller shall consider Purchaser’s views and comments in the ordinary course of businessgood faith. (ce) Without limiting Notwithstanding any other provision of this Agreement, but subject in all respects to the foregoinglast sentence in this Section 5.6(e), Purchaser and Seller shall nottake all reasonable actions necessary, 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates 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 under any Governmental Entity in connection with obtaining the Required Regulatory Approvals Laws, so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including including: (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Acquired Subsidiaries, Purchaser, and their respective Subsidiaries; (ii) conducting the Business after the Closing Date in a specified manner; (iii) committing to make capital expenditures or other expenditures in the Territory, including, in each case, by agreeing to undertakings required by a Governmental Entity that it or any of its Affiliates Subsidiaries will take, or the Companyrefrain from taking, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionaction, and (Div) otherwise taking or committing to take actions that, that after the Closing Date, Date would limit Purchaser’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Acquired Subsidiaries, directly Purchaser, and their respective Subsidiaries, and in that regard Purchaser shall cause the Acquired Subsidiaries to (but, without modifying Purchaser’s obligations under this Agreement, including the obligations set forth in this Section 5.6) agree to divest, sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one the ability of Purchaser, the Acquired Subsidiaries, or more their respective Subsidiaries to retain, any of the businesses, product lines or assets of the Company as Acquired Subsidiaries (after giving effect to the Restructuring Transactions), Purchaser, or any of their respective Subsidiaries. All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.6(e) in connection with obtaining consents or approvals under applicable Competition Laws shall be considered for purposes of determining whether a Material Adverse Effect has occurred; provided, however, that the effectiveness of any such action to be taken by Purchaser may be required by a Governmental Entity or agreeing to any other action 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 conditioned upon the Closing. Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary: (i) the obligations of Purchaser under this Section 5.6 shall not include Purchaser committing to (whether or not conditioned upon the consummation of the Closing) (x) with respect to obtaining any of the Required Regulatory Approvals other than those governed by clause (y) below, taking any action if such action, individually or together with any other proposed action(s) relating to the approvals governed by this clause (x), would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business, assets or result of operations of Purchaser, the entry into Acquired Subsidiaries or the Business, taken as a whole (after giving effect to the Closing, to the transactions contemplated hereby to occur on or prior to the Closing, and to the manner in which the Purchaser intends to operate the Business following the Closing as disclosed by Purchaser to Sellers prior to the Execution Date (“Purchaser’s Operational Plan”)) (any settlement such action being hereinafter referred to as a “Material Action”), or (y) with respect to obtaining any approval of the FCC or any State Regulators required in respect of the Transactions contemplated herein, taking any actions or accepting any conditions, requirements, or other remedies proposed, requested, or required by the FCC or any State Regulators (any such conditions, requirements, actions or other remedies being hereinafter referred to as “Conditions”) to the extent such Conditions, individually or in the aggregate, would or would reasonably be expected to materially reduce the commercial value of, or result in an impact that is materially adverse to, or a cost that is material to, the assets, business, results of operations or condition (financial or otherwise) of the Purchaser, the Acquired Subsidiaries (taken as a whole) or the Business (after giving effect to the Closing, to the transactions contemplated hereby to occur on or prior to the Closing, and to Purchaser’s Operational Plan) (any such Condition being hereinafter referred to as a “Burdensome Condition”); provided that, without limiting the foregoing in clauses (x) and (y), the parties hereto acknowledge that the type of such actions or Conditions that may be proposed, or that Purchaser may be requested or required to accept, are illustrated by (A) the categories of conditions, requirements, actions or other remedies that were imposed by the FCC (with respect to approvals required from the FCC), by the State Regulators (with respect to approvals required from the State Regulators) or by any other regulatory body (with respect to the Required Regulatory Approvals specified in clause (x)) in comparable transactions in the telecommunications industry that have been consummated since July 1, 2008; or (B) the specific FCC regulatory actions identified in the Executive Order on Promoting Competition in the American Economy issued by President ▇▇▇ ▇▇▇▇▇ on July 9, 2021 (Executive Order No. 14036); and (ii) no Guarantor, nor any of their Affiliates (other than Purchaser and its Subsidiaries), nor any direct or indirect equityholder of Purchaser (or any of such equityholder’s Affiliates), nor any portfolio company or investment fund Affiliated with any Guarantor, shall be required to take any action in connection with the obligations of Purchaser under Section 5.6, including in respect of Purchaser’s obligations to use reasonable best efforts to obtain any clearance required under such Laws for the consummations of the Transactions, other than responding to any reasonable requests for information from Purchaser or Sellers that may be required in connection with any filings with any Governmental Entity pursuant to this Section 5.6. (f) Notwithstanding anything to the contrary in this Agreement, Sellers shall not be obligated to take or intervenoragree or commit to take any action: (i) that relates to any business, operations, assets, liabilities, product lines or Subsidiary not to be transferred pursuant to and in accordance with the filing terms and conditions of this Agreement; or (ii) that would amend in any material respect the terms of this Agreement or any Ancillary Agreement or that would otherwise adversely affect the economic benefits of the Transactions accruing to Sellers. (g) Purchaser agrees to provide such information reasonably available as to its financial capability, resources and creditworthiness as may be reasonably requested by (i) any Governmental Entity which reasonably requests such information in connection with the transactions contemplated by this Agreement, and (ii) any Governmental Entity or other third party whose consent or approval is sought in connection with the publication of any document containing any commitments transactions contemplated hereby. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and similar payments (including filing fees under the HSR Act) to any preliminary offer relating Governmental Entity in order to such settlementobtain any consents, filing approvals or publication) regarding a Required Regulatory Approval waivers pursuant to this Section 5.6, other than the fees of any Party or their Affiliates must be approved by Purchaser and, and payments to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), SellerSellers’ legal and professional advisors. (dh) Notwithstanding To the foregoing or anything else extent necessary to comply with any state Laws and regulations and the rules, regulations, written policies, instructions and orders of the FCC, including those prohibiting “slamming” as set forth in this Agreement 47 C.F.R. Section 64.1120, at least 60 calendar days prior to the contraryestimated Closing Date (as reasonably estimated by the parties), (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvalsat its own expense, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing prepare and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businesses, other than terms, conditions or limitations on or with respect to the Company or the Business that are conditional upon the occurrence of the Closing.delive

Required Actions. (a) Seller Purchaser and Purchaser willParent shall take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Transactions 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 Transactions and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other and use best efforts 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 any applicable Competition Laws) required under any applicable Laws and/or by this Agreement to (i) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, to the extent required be obtained or made by Law Purchaser or Order Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement Transactions and the consummation of the other transactions contemplated hereby (including the Required Regulatory Approvals) by this Agreement, and (iiiii) obtain the consents, approvals, execution and authorizations delivery of all Governmental Entities any additional instruments necessary to consummate the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement Transactions and the consummation of the other transactions contemplated by this Agreement (including and to fully carry out the Required Regulatory Approvals)purposes of this Agreement. Each Party willAdditionally, each of Parent and Purchaser shall take, or cause to be taken, all actions, and will do, or cause its Affiliates toto be done, consult all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and cooperate with shall not take any action after the other Party as 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 appropriate time Closing and, in the case of all such filings and notificationsany Deferred Closing Governmental Approval, furnish after the Closing. (b) Prior to the other Party such necessary information and reasonable assistance in connection Closing (or with the preparation of such filings, and respond as promptly as practicable respect to any requests for additional information made in connection therewith by any Deferred Closing Governmental Entity. To Approval, prior to the Deferred Closing Date), to the extent permitted under not prohibited by applicable Law, Purchaser and Parent shall each of Seller and Purchaser will have keep the right to review in advance all characterizations other apprised of the information status of matters relating to it or to the completion of the Transactions and the other transactions contemplated by this Agreement which appear and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, Orders or approvals of, or any filing made exemptions by, any Governmental Entity. In that regard, prior to the Closing (or with respect to any Deferred Closing Governmental Approval, prior to the Deferred Closing Date), 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 of its Affiliates other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Transactions, and the other transactions contemplated herebyby this Agreement. In furtherance 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 limitation 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 Transactions, 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 foregoingother Party in connection with, each 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 Seller and Purchaser such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, or the other transactions contemplated by this Agreement, then such Party will make, or cause to be made, an appropriate filing of a Notification promptly and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby after consultation with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and other Party to this Agreement, a complete response in compliance with such request. No Party shall participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement, the transactions contemplated herebyTransactions, each of Seller and Purchaser shall (and will cause its Affiliates to): (i) inform or with any other Person in connection with any proceeding or Action by a private Party relating to any applicable Competition Laws in connection with this Agreement, the Transactions, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other Party in advance of any and, to the extent not prohibited by such communicationGovernmental Entity, meeting, or other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 gives the other Party in connection with any of the matters covered opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.2, to the extent not prohibited by Section 5.5(a); (iii) permit Representatives of the other applicable Law, each Party to participate 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 shall furnish the other Party with copies of all written correspondence, filings, submissions and communications with (and memoranda setting forth the substance thereof) between it and any such Governmental Entity relating to any of the foregoing; provided further, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity other such Person with respect to this Agreement and the Transactions, 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 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/corporate in-house counsel only.” Such designated materials, and the information contained therein, shall be given only to the outside legal counsel and corporate in-house counsel of the recipient involved in the Transactions and the other transactions contemplated by this Agreement and shall do so not be disclosed by such outside counsel and corporate in-house counsel to employees (other than corporate in-house counsel), officers or directors of the recipient unless express permission is obtained in a manner reasonably designed to obtain any such antitrust-related Required Regulatory Approvals advance from the source of the materials (Purchaser or Parent, as promptly as reasonably practicable and, in any event prior to the Outside Date. Materials shared by and among the Purchaser, Seller and Company case may be) or its legal counsel; it being understood that materials provided pursuant to this Section 5.5(b) Agreement may be redacted (Ai) to remove references concerning the valuation of the Business, (Bii) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements arrangements and (Diii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Nothing The Parties shall have joint control and authority to direct and implement the regulatory strategy; provided, however, that without limiting Purchaser’s obligations hereunder, Purchaser shall have final authority to direct and implement the regulatory strategy; provided that Purchaser shall consult in this Section 5.5(b) will apply to or restrict communications or other actions by a Party with or good faith the views of Parent in advance of making any decisions with respect to any Governmental Entity in connection with its business in the ordinary course of businesssuch strategy. (c) Without limiting the foregoing, Purchaser and Seller Parent shall notfile any filings and/or notifications under applicable Competition Laws as promptly as possible. Notwithstanding anything to the contrary in this Agreement, no Party shall make any filings and/or notifications under applicable Competition Laws in any jurisdiction, other than a Required Jurisdiction or the jurisdiction set forth on Section 5.3(c) of the Parent Disclosure Schedule, unless Purchaser and Parent mutually agree that such filing and/or notification is necessary or advisable (and neither Purchaser nor Parent shall unreasonably refuse to agree). In the event that the Parties receive any request for information or documentary material from any Governmental Entity, including a request for additional information or documentary materials pursuant to any applicable Competition Laws, the Parties shall comply with such requests as promptly as possible (and in any event within two (2) months after receipt thereof, unless otherwise agreed to by the Parties) and produce documents, responses to interrogatories, witnesses for deposition, or other information on a rolling basis, and shall cause their respective Affiliates not to, take counsel for both Parties will closely cooperate during the entirety of any action, including such investigatory or review process. (id) 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 Purchaser and without limiting any of Purchaser’s covenants and agreements under this Section 5.5, Purchaser Parent shall, and shall cause its Affiliates to by any means other than termination of this Agreement, promptly resolve such objections, if any, as may 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 with respect to the Transactions, and the other transactions contemplated by this Agreement under any Competition Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Transactions, or the other transactions contemplated by this Agreement as violative of any applicable Competition Laws, Purchaser and Parent shall jointly initiate and/or participate in connection with obtaining any proceedings, whether judicial or administrative, to (i) initiate, oppose or defend against any Action by any Governmental Entity to prevent or enjoin the Required Regulatory Approvals consummation of the Transactions, 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 the Transactions, or the other transactions contemplated by this Agreement in each case to the extent necessary so as to enable the Closing to occur as promptly as possible, 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 Transactions, 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 avoid or eliminate each and every impediment under any applicable Competition Laws so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date) and/or to obtain approvals, if any, in the jurisdiction set forth on Section 5.3(c) of the Parent Disclosure Schedule as promptly as practicable, including (Ai) 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) in the case of Purchaser, proposing, negotiating, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Transferred Entities, Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionand their respective Subsidiaries, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Transferred Entities, directly Purchaser, and their respective Subsidiaries (collectively, the “Remedies”). In that regard Purchaser shall and, if requested by Purchaser, Parent shall (but, subject to Purchaser’s obligations under this Agreement, including this Section 5.3, if not so requested by Purchaser, Parent shall not), agree to divest, sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one or more Purchaser’s or Parent’s or their respective Subsidiaries’ ability to retain, any of the businesses, product lines or assets of the Company Transferred Entities, Purchaser, or any of Purchaser’s Subsidiaries; provided, however, that the obligations of Parent and its Affiliates shall be subject to the limitations set forth in the second and third sentences of Section 5.15(e) (which shall apply mutatis mutandis) and provided, further, that Parent and its Affiliates shall not be required to agree to retain any or all of the Transferred Entities or the Business after the Closing. Purchaser shall reimburse, indemnify and hold harmless Parent and its Affiliates and their respective representatives from and against any out-of-pocket costs and expenses actually incurred by them in connection with any actions taken at Purchaser’s request to facilitate or effectuate any divestiture, disposition or other remedy pursuant to this Section 5.3(e). All such efforts by Purchaser shall be unconditional, and no actions taken pursuant to this Section 5.3(e) nor the impact thereof on the Business shall be considered for purposes of determining whether a Business Material Adverse Effect has occurred or may occur. Notwithstanding anything herein to the contrary, Parent shall not be obligated to take or agree or commit to take any such action (A) that is not conditioned on the Closing or (B) that relates to or impacts the Retained Businesses. (f) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be required reasonably requested by a any Governmental Entity or agreeing other third party whose consent or approval is sought in connection with the transactions contemplated hereby. Whether or not the Transactions are consummated, Purchaser shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any other action in order third party or any Governmental Entity to effect each of the following: (1) obtaining all Required Regulatory Approvals as soon as reasonably practicable and in obtain any event before the Outside Dateconsent, (2) avoiding the entry ofclearance, 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 a waiting period, which would otherwise have the effect of preventingauthorization, prohibiting Order or restricting consummation of the Closing approval pursuant to this Section 5.3 or impeding, interfering with or delaying the Closing. Notwithstanding anything in this Agreement to the contrary, the entry into any settlement with any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businessesSection 5.5, other than terms, conditions or limitations on or with respect the fees of and payments to the Company or the Business that are conditional upon the occurrence of the ClosingParent’s legal and professional advisors.

Required Actions. (a) Seller Subject to the terms and conditions of this Agreement, Purchaser willand Parent shall use reasonable best efforts to take, or cause to be taken, all actions, and will do, or cause their respective Affiliates toto be done, cooperate 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, (ii) taking all actions necessary to obtain (and cooperating with each other and use best efforts 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 any Competition Laws) required to (i) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings, and execute all agreements and documents, to the extent required be obtained or made by Law Purchaser or Order Parent or any of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated hereby (including the Required Regulatory Approvals) by this Agreement, and (iiiii) obtain the consents, approvals, execution and authorizations delivery of all Governmental Entities any additional instruments necessary to consummate the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement Sale and the consummation of the other transactions contemplated by this Agreement (including and to fully carry out the Required Regulatory Approvals)purposes of this Agreement. Each Party willAdditionally, subject to the terms and conditions of this Agreement, each of Parent and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and will do, or cause its Affiliates toto be done, consult all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and cooperate with shall use reasonable best efforts 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 or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing. (b) Prior to the Closing, to the extent not prohibited by applicable Law, Purchaser and Parent shall each keep the other Party as reasonably apprised of the status of matters relating to the appropriate time completion of all such filings the Sale and notificationsthe other transactions contemplated by this Agreement and, furnish subject to the other Party such necessary information terms and reasonable assistance conditions of this Agreement, work cooperatively in connection with the preparation obtaining all required consents, clearances, expirations or terminations of such filingswaiting periods, and respond as promptly as practicable to authorizations, Orders or approvals of, or any requests for additional information made in connection therewith by exemptions by, any Governmental Entity. To In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 6.2, to the extent permitted under not prohibited by applicable Law, each of Seller Parent and Purchaser will have shall promptly consult with the right other party to review provide any reasonably necessary information with respect to (and, in advance the case of correspondence, provide the other party (or their counsel) copies of) all characterizations of 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 information relating to it or to Sale and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement which appear in any filing made and Section 6.2, to the extent not prohibited by applicable Law, each party to this Agreement shall promptly inform the other Party 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 or other such Person 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 or other such Person. If any party to this Agreement or any representative of its Affiliates in connection 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 hereby. In furtherance and not in limitation of the foregoingby this Agreement, each of Seller and Purchaser then such party will make, or cause to be made, promptly and after consultation with the other party to this Agreement, an appropriate filing of a Notification response in compliance with such request. Purchaser, on one hand, and Report Form pursuant to Parent, on the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and other hand, shall not participate in any event within ten (10) Business Days of executing this Agreement. Purchaser shall be responsible for any filing fees required under the HSR Act. (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, meeting with any Governmental Entity in connection with this Agreement or 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, meetingSale, or with any other contact which such Party or any of its Affiliates proposes or intends to make, including the subject 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 Person in connection with any of the matters covered Action by Section 5.5(a); (iii) permit Representatives of the other Party to participate in any such communications, meetings, or other contacts; (iv) notify the other Party of any oral communications with any Governmental Entity a private party relating to any of Competition Laws in connection with this Agreement or the foregoing; and (v) provide Sale, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing; provided furtherparty in advance and, however, Purchaser shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Purchaser and Parent may, as each deems in good faith to be 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 shall do so in a manner reasonably designed any materials provided by Purchaser to obtain any such antitrust-related Required Regulatory Approvals as promptly as reasonably practicable and, in any event prior Parent or by Parent to the Outside Date. Materials shared by and among the Purchaser, Seller and Company Purchaser pursuant to this Section 5.5(b6.3, and the information contained therein, shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to 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 Parent, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (Ai) to remove references concerning the valuation of the Business, (Bii) as necessary to comply with contractual arrangements, (C) as necessary to comply with legal requirements confidentiality arrangements and (Diii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 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 Parent 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 covenants and agreements under this Section 5.5, Purchaser shall, and shall cause its Affiliates to be taken, any and all steps and to make, file or cause to be madefiled, as promptly as practicable, but in any event no later than five (5) Business Days after the date of this Agreement, notifications under the HSR Act, and Purchaser and Parent shall file or cause to be filed, no later than ten (10) Business Days after the date of this Agreement, any other filings and/or notifications (or where applicable, drafts thereof) required under applicable Competition Laws provided that Parent supplies the information required to be provided by it for the filings reasonably in advance of the filing deadline. (d) Subject to the terms and conditions of this Agreement, Purchaser shall use its 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 Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade. In connection therewith, if any Action is instituted challenging the Sale or the other transactions contemplated by this Agreement as violative of any applicable Competition 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 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 undertakings actions reasonably necessary to avoid or eliminate each and every impediment asserted by under any Governmental Entity in connection with obtaining the Required Regulatory Approvals Competition Laws so as to enable the Closing to occur as promptly as practicablepracticable (and in any event no later than the Outside Date), including (Ai) 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) in the case of Purchaser, proposing, negotiatingto, committing to and effecting, by consent decree, hold separate order Order, or otherwise, the sale, divestiture, licensing divestiture or disposition of any businesses, product lines or assets or business of the Transferred Entities, Purchaser, its Affiliates or the Company, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or dispositionand their respective Subsidiaries, and (Dii) otherwise taking or committing to take actions that, that after the Closing Date, would limit Purchaser’s ’s, the Transferred Entities’ or their respective Subsidiaries’ freedom of action with respect to, or its or their ability to retain retain, any businesses, product lines or holdassets of the Transferred Entities, directly Purchaser, and their respective Subsidiaries. In that regard Purchaser shall sell, dispose of, hold separate, or indirectlyotherwise take or commit to take any action that limits its freedom of action with respect to, one or more Purchaser’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of the Company as may be required by a Governmental Entity or agreeing to any other action 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 DateTransferred Entities, (2) avoiding the entry ofPurchaser, 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 any Governmental Entity or intervenor, or the filing with any Governmental Entity or the publication of any document containing any commitments (including any preliminary offer relating to such settlement, filing or publication) regarding a Required Regulatory Approval of any Party or their Affiliates must be approved by Purchaser and, to the extent involving a concession or commitment made by any member of the Seller Group, (excluding the Company), Seller. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing and (ii) Seller shall not be required to, and Purchaser shall not, in connection with obtaining the Required Regulatory Approvals, consent to the imposition of any terms, conditions or limitations on or with respect to Seller, any of its Affiliates or any of their respective businessesSubsidiaries. No actions required to be 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. (f) Whether or not the Sale is consummated, other than termsPurchaser shall be responsible for all filing fees to obtain any consent, conditions clearance, expiration or limitations on termination of a waiting period, authorization, Order or with respect approval pursuant to the Company or the Business that are conditional upon the occurrence of the Closingthis Section 6.3.