Common use of Required Information Clause in Contracts

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company to any Governmental Entity or other third party in connection with Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Registration Statement/Prospectus, the Closing Form 8-K, the Closing Form 20-F, the Closing Press Release or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 7.3 applies) made by or on behalf of Parent EdtechX or the Company to any Governmental Entity or other third party in connection with Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent EdtechX shall, upon request by the other, use commercially reasonable efforts (subject to applicable law Legal Requirements and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 7.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMergers. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent EdtechX or the Company, the other party Party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent EdtechX and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be approved by the SEC, in each case, SEC as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyParty, as well as any text as to which the reviewing party Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party Party and may henceforth be used by other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, the Company and Parent EdtechX shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthorityEntity, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority Entity on, or of any written or oral request by the Governmental Authority Entity for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority Entity with respect to any of the foregoing filings or submissions. Parent EdtechX and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthorityEntity. All correspondence and communications to the Governmental Authority Entity made by Parent EdtechX or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.57.5.

Required Information. (a) In connection with the preparation of the Parent Signing Merger Form 8-K, K and the Signing Merger Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, filing notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company Kitara and/or Health Guru to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara and Health Guru each of the Company and Parent shall, upon request by any of the otherother parties, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMerger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each Party of Kitara and Health Guru warrants and represents to the other Party parties that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent any of Kitara or the CompanyHealth Guru, the other party parties shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each provided that a party shall accept and incorporate all reasonable comments from may file, issue or otherwise submit a Reviewable Document without the consent of the other party to any parties if it is advised by counsel that such Reviewable Document prior must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuance, submission issuing or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, submitting party is in each case, as promptly as practicablecompliance with Applicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyparty(ies), as well as any text as to which the reviewing party party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party party(ies) and may henceforth be used by other party party(ies) in other Reviewable Documents and in other documents distributed by the other party party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyparty(ies). (d) Prior to the Closing Date, the Company Each of Kitara and Parent Health Guru shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5SEC.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Registration Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or Parent, Holdco and/or the Company to any Governmental Entity or other third party in connection with Merger the Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of Parent, Holdco and the Company and Parent each shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, officers and stockholders shareholders (including the directors of Parent and the Company to be elected to the board of Parent effective as of the Closing pursuant to Section 5.2 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all preparation of such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmaterials. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent either Parent, Holdco or Merger Sub, on the one hand, or the Company, on the other party hand, the other Party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, each of Parent, Holdco and the Company and Parent shall each notify each the other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent Parent, Holdco and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any requests or comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent Parent, Holdco or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, other Transaction Document shall be considered to be Reviewable Documents subject to the provisions of this Section 5.55.4.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the S-4 Registration Statement / Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, filing notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company Companies to any Governmental Entity Entity, or any other third party public statement or announcement, in connection with Merger Mergers and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the otherothers, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other others with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 7.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by either Parent or the CompanyMerger Subs, on the one hand, or either of the Companies, on the other hand, the other party Party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, thereafter may henceforth be used by other party such Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, the Date (i) each Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) each Company and Parent shall each notify the others as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent and the each Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company Companies with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.57.6(d).

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Registration Statement (including the Proxy Statement/Prospectus), the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for to which Section 5.3 5.2 applies) made by or on behalf of Parent or and/or the Company to any Governmental Entity or other third party Authority in connection with Merger and the Transactions, including any amendment or supplement thereto or other transactions contemplated hereby document filed in connection therewith, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, each of Parent and the Company and Parent shallCompany, upon request by the otherother Party, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to shall furnish the other with all financial and other information concerning themselvessuch Party, their Subsidiariessuch Party’s directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, and stockholders (including the persons listed on Schedule5.12 who will be directors of Parent and immediately following the Company to be elected effective as of Effective Time, assuming election by the Closing pursuant to Section 5.2 hereof) Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants , shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and represents grant its consent to inclusion thereof in the Reviewable Document, if required, and shall otherwise assist and cooperate with the other Party as reasonably requested by the other Party in connection with any Reviewable Document. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing Party, as well as any text as to which the reviewing Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing Party and may henceforth be used by the other Party in other Reviewable Documents and in other documents distributed by the other Party in connection with the Transactions without further review or consent of the reviewing Party. (d) Prior to the Closing Date (i) Parent and the Company shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC or any other Governmental Authority, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments from the SEC Staff or any other Governmental Authority regarding any Reviewable Documents, or of any written or oral request by the SEC Staff or the staff of or any other Governmental Authority for amendments or supplements to, any Reviewable Documents, and each of them shall promptly supply the other with copies of all correspondence between such Party or any of its Representatives and the SEC Staff or the staff of any other Governmental Authority with respect to any Reviewable Documents. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and communications to the SEC or the SEC Staff or any other Governmental Authority or its staff made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4. (e) Parent and the Company shall comply with all applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release Release, the Registration Statement and the Proxy Statement/Prospectus, or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or Parent, Holdco and/or the Company or their respective Subsidiaries to any Governmental Entity or other third party in connection with Merger the Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent and Holdco each shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to promptly furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, managers, officers, equity holders and stockholders Affiliates (including the directors of Parent and the Company Holdco to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMergers and the preparation of such document. Each Party party warrants and represents to the other Party party that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document, as of the date of the Special Meeting and as of the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by either of Parent and Holdco, on the one hand, or the Company, on the other hand, the other party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each delayed or conditioned, provided that a party shall accept and incorporate all reasonable comments from may file, issue or otherwise submit a Reviewable Document without the consent of the other party to any if it is advised in writing by outside counsel that such Reviewable Document prior must be filed, issued or submitted in the form objected to by the other party so that the filing, issuance, submission issuing or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, submitting party is in each case, as promptly as practicablecompliance with Legal Requirements. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to The Company, on the Closing Dateone hand, the Company and Parent and Holdco, on the other hand, shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5SEC.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, filing notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or and/or the Company to any Governmental Government Entity or other third party in connection with Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiariesrespective directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, stockholders and stockholders members (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 7.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingMerger. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by either Parent or Merger Sub, on the one hand, or the Company, on the other party hand, the other Party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or submission, thereafter be used by other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, Date (i) the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.57.4. (e) As soon as reasonably practicable following the Closing Date, but in no event later than December 31, 2017, Parent shall deliver (or cause to be delivered) to the Representative all Schedules K-1 for the holders of Company Membership Interests in respect of the Company’s federal Form 1065 for the taxable year ending on the Closing Date.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, filing notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or AETI and/or the Company Target Companies to any Governmental Entity or other third party in connection with Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company Target Companies and Parent AETI shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiariesrespective directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, stockholders and stockholders members (including the directors of Parent and the Company AETI to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 hereof8.1) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent either AETI, on the one hand, or the CompanyTarget Companies, on the other hand, the other party Party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent in writing to the form thereof, such consent not to be unreasonably withheld, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or submission, thereafter be used by any other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, Date (i) the Company Target Companies and Parent AETI shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC or submitted to the Governmental AuthorityNasdaq, and (ii) the Target Companies and AETI shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC or Nasdaq on, or of any written or oral request by the Governmental Authority SEC or Nasdaq for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC or Nasdaq with respect to any of the foregoing filings or submissionsfilings. Parent AETI and the Company Target Companies shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC or Nasdaq. All correspondence and communications to the Governmental Authority SEC or Nasdaq made by Parent AETI or the Company Target Companies with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.58.3.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statementpress release, filing, notice, or application application, including any prospectus or similar offering document delivered or filed in connection with the Additional Financings (other than pursuant pursuant, to the HSR Act, for which Section 5.3 6.09 applies) , and other than the Notice of Meeting, for which Section 6.01 applies), made by or on behalf of Parent Parent, CAG, or the Company Companies to any Governmental Entity Authority or other third party in connection with Merger the Acquisition and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of CAG, the Company and Companies, Parent shall, upon request by the other, use commercially reasonable efforts other (subject to applicable law and contractual restrictions) to ), furnish the other with all true, complete and accurate information concerning themselves, their Subsidiariessubsidiaries, and each of their and their Subsidiariessubsidiaries’ respective directors, officers, and stockholders equityholders (including the directors and officers of Parent and the Company to be elected or appointed effective as of the Closing pursuant to Section 5.2 6.13 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing preparation of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or CAG, the CompanyCompanies, Parent, the other party Party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party. (dc) Prior to the Closing Date, the Company CAG and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company CAG shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any requests or comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company Companies with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto Transaction Document shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.56.04. (d) Each Party warrants and represents to the other Party that all information provided for inclusion in a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (e) The Companies and Parent will each use all reasonable efforts to cause to be delivered to each other consents from their respective independent auditors, in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with a Reviewable Document for which such consent is required.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, filing notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company Ascend, Kitara Media and/or NYPG to any Governmental Entity or other third party in connection with Merger the Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara Media, NYPG and Ascend each of the Company and Parent shall, upon request by any of the otherother parties, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, managers, members and stockholders (including the directors or managers of Parent Ascend, Kitara Media and the Company NYPG to be elected effective as of the Closing pursuant to Section 5.2 hereofClosing) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMergers, or any other statement, filing, notice or application made by or on behalf of Kitara Media, NYPG and Ascend to any third party and/or any Governmental Entity in connection with the Mergers and the other transactions contemplated hereby. Each Party of Ascend, Kitara Media and NYPG warrants and represents to the other Party parties that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent any of Ascend, Kitara Media or the CompanyNYPG, the other party parties shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each provided that a party shall accept and incorporate all reasonable comments from may file, issue or otherwise submit a Reviewable Document without the consent of the other party to any parties if it is advised by counsel that such Reviewable Document prior must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuance, submission issuing or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, submitting party is in each case, as promptly as practicablecompliance with Applicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyparty(ies), as well as any text as to which the reviewing party party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party party(ies) and may henceforth be used by other party party(ies) in other Reviewable Documents and in other documents distributed by the other party party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyparty(ies). (d) Prior to the Closing DateEach of Ascend, the Company Kitara Media and Parent NYPG shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5SEC.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Registration Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, filing notice or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company to any Governmental Entity Government Entity, or any other third party public statement or announcement, in connection with Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by either Parent or Merger Sub, on the one hand, or the Company, on the other party hand, the other Party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, thereafter may henceforth be used by other party such Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, Date (i) the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.56.3.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for to which Section 5.3 5.2 applies) made by or on behalf of Parent or and/or the Company to any Governmental Entity or other third party Authority in connection with Merger and the Transactions, including any amendment or supplement thereto or other transactions contemplated hereby document filed in connection therewith, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, each of Parent and the Company and Parent shallCompany, upon request by the otherother Party, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to shall furnish the other with all financial and other information concerning themselvessuch Party, their Subsidiariessuch Party’s directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, and stockholders (including the persons listed on Schedule 5.16 who will be directors of Parent and immediately following the Company to be elected effective as of Effective Time, assuming election by the Closing pursuant to Section 5.2 hereof) Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants , shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and represents grant its consent to the other Party that all such information shall, as of the date of the filing of inclusion thereof in the Reviewable Document, be true if required, and correct shall otherwise assist and cooperate with the other Party as reasonably requested by the other Party in all material respects and will not contain connection with any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingReviewable Document. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, the other party as applicable, shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party. (d) Prior to the Closing Date, Date (i) Parent and the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of from the Governmental Authority onSEC Staff regarding any Reviewable Documents, or of any written or oral request by the Governmental Authority SEC Staff for amendments or supplements to, any such Reviewable DocumentDocuments, and each of them shall promptly supply the other with copies of all correspondence between it such Party or any of its representatives Representatives and the Governmental Authority SEC Staff with respect to any of the foregoing filings or submissionsReviewable Documents. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests or comments with respect to the any Reviewable Document Documents as promptly as reasonably practicable after receipt of any comments of the Governmental Authoritypracticable. All correspondence and communications to the Governmental Authority SEC or its Staff made by Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5. (e) Parent and the Company shall comply with all applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for which Section 5.3 ‎Section 4.7 applies) made by or on behalf of Parent or and/or the Company to any Governmental Entity or other third party Authority in connection with Merger and the Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other transactions contemplated hereby than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, each of Parent and the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to promptly furnish the other with all information concerning themselves, their Subsidiariesrespective directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, stockholders and stockholders members (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereofas contemplated by ‎Section 5.2) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, the other party as applicable, shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any express language included in a Reviewable Document that reflects the comments of the reviewing partyDocument, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, may henceforth be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, Date (i) Parent and the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5‎Section 5.4.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company to any Governmental Entity or other third party in connection with Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMerger. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release Release, the Announcement, the Circular, or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or Parent, Noble, the Company and/or Ourgame to any Governmental Entity or other third party in connection with Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company Company, Noble, Ourgame and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Surviving Company to be elected effective as of the Closing pursuant to Section 5.2 6.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMergers. Each Party party warrants and represents to the other Party party that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Ourgame, Noble, Parent or the Company, the other party parties shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) business days), shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing DateDate (i) Ourgame, the Company Company, Noble, and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) Ourgame, the Company, Noble, and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent Ourgame, Parent, Noble, and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent Ourgame, Parent, Noble, or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.56.6.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Extension Proxy Statement/Prospectus, the Proxy Statement, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for which Section 5.3 7.2 applies) made by or on behalf of Parent or the Buyer and/or an Acquired Company to any Governmental Entity or other third party Authority in connection with Merger and the other transactions contemplated hereby Contemplated Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Buyer and the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiariesrespective directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, stockholders and stockholders members (including the directors of Parent and the Company Buyer to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 7.1(e) hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingContemplated Transactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent or the CompanyDocument, the other party non-disclosing Party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partymay, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or other submission or disclosure, thereafter be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Contemplated Transactions without further review or consent of the reviewing partyParty, subject to applicable confidentiality obligations of the disclosing Party. (d) Prior to the Closing Date, Date (i) Buyer and the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) the Buyer and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent The Buyer and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent the Buyer or the Company with respect to the transactions contemplated by this Agreement Contemplated Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.57.4.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company to any Governmental Entity or other third party in connection with Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information supplied by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved declared effective by the SEC, in each case, as promptly as practicablepracticable and keep the Form S-4 effective as long as is necessary to consummate the Transactions. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, release or application (other than pursuant required to the HSR Act, for which Section 5.3 applies) be made by or on behalf of Parent or Sino and/or the Company to any Governmental Entity or other third party in connection with Merger the Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent Sino each shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to promptly furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, shareholders and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentTransactions and the preparation of such document. Each Party party represents and warrants and represents to the other Party others that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent either Sino or the Company, the other party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each provided that a party shall accept and incorporate all reasonable comments from may file, issue or otherwise submit a Reviewable Document without the consent of the other party to any if it is advised by counsel in writing that such Reviewable Document prior must be filed, issued or submitted in the form objected to by the other party so that the filing, issuance, submission issuing or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, submitting party is in each case, as promptly as practicablecompliance with Applicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing partyparty (unless the reviewing party subsequently notifies the other party of its objection to the use of such comments or text in Reviewable Documents or other documents). (d) Prior to the Closing Date, Effective Time (i) Sino and the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) Sino and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authorityfilings. All correspondence and communications to the Governmental Authority SEC made by Parent Sino or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.55.3.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or Cambridge and/or the Company to any Governmental Government Entity or other third party in connection with Merger Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent Cambridge each shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to promptly furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, stockholders and stockholders Affiliates (including the directors of Parent and the Company Surviving Pubco to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentTransactions and the preparation of such document. Each Party party warrants and represents to the other Party party that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent any of Cambridge or the Company, the other party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, Effective Time (i) the Company and Parent Cambridge shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) the Company and Cambridge shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent Cambridge and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company Cambridge with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for which Section 5.3 4.7 applies) made by or on behalf of Parent or and/or the Company to any Governmental Entity or other third party Authority in connection with Merger and the Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other transactions contemplated hereby than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, each of Parent and the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to promptly furnish the other with all information concerning themselves, their Subsidiariesrespective directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, stockholders and stockholders members (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 hereof5.2) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, the other party as applicable, shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyDocument, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and issuance or submission, may henceforth be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, Date (i) Parent and the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.55.4.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Information Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company to any Governmental Entity or other third party in connection with Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information supplied by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus Information Statement to be approved by the SEC, filed in each case, as promptly as practicabledefinitive form and transmitted to all stockholders of Parent. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Extension Proxy Statement/Prospectus, the Proxy Statement, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for which Section 5.3 6.2 applies) made by or on behalf of Parent or the Company Buyer and/or Seller to any Governmental Entity or other third party Authority in connection with Merger and the other transactions contemplated hereby Contemplated Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company Buyer and Parent Seller shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiariesrespective directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, stockholders and stockholders members (including the directors of Parent and the Company Buyer to be elected effective as of the Closing pursuant to as contemplated by Section 5.2 6.4 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingContemplated Transactions. (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent Buyer, on the one hand, or the Seller or an Acquired Company, on the other party hand, the Buyer or the Seller, as applicable, shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each party Party shall accept and incorporate all reasonable comments from the other party Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing partyshall, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party and may henceforth issuance or submission, thereafter be used by the other party Party in other Reviewable Documents and in other documents distributed by the other party Party in connection with the transactions contemplated by this Agreement Contemplated Transactions without further review or consent of the reviewing partyParty. (d) Prior to the Closing Date, the Company Date (i) Buyer and Parent Seller shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) Buyer and Seller shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives Representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissionsfilings. Parent Buyer and the Company Seller shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental AuthoritySEC. All correspondence and communications to the Governmental Authority SEC made by Parent Buyer or the Company Seller with respect to the transactions contemplated by this Agreement Transactions or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.56.4.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Registration Statement (including the Proxy Statement/Prospectus), the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, filing notice, or application (other than pursuant to the HSR Act, for to which Section 5.3 5.2 applies) made by or on behalf of Parent or and/or the Company to any Governmental Entity or other third party Authority in connection with Merger and the Transactions, including any amendment or supplement thereto or other transactions contemplated hereby document filed in connection therewith, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, each of Parent and the Company and Parent shallCompany, upon request by the otherother Party, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to shall furnish the other with all financial and other information concerning themselvessuch Party, their Subsidiariessuch Party’s directors or managers, and each of their and their Subsidiaries’ respective directorsas applicable, officers, and stockholders (including the persons listed on Schedule 5.16 who will be directors of Parent and immediately following the Company to be elected effective as of Effective Time, assuming election by the Closing pursuant to Section 5.2 hereof) Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants , shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and represents grant its consent to inclusion thereof in the Reviewable Document, if required, and shall otherwise assist and cooperate with the other Party as reasonably requested by the other Party in connection with any Reviewable Document. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing Party, as well as any text as to which the reviewing Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing Party and may henceforth be used by the other Party in other Reviewable Documents and in other documents distributed by the other Party in connection with the Transactions without further review or consent of the reviewing Party. (d) Prior to the Closing Date (i) Parent and the Company shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments from the SEC Staff regarding any Reviewable Documents, or of any written or oral request by the SEC Staff for amendments or supplements to, any Reviewable Documents, and each of them shall promptly supply the other with copies of all correspondence between such Party or any of its Representatives and the SEC Staff with respect to any Reviewable Documents. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and communications to the SEC or its Staff made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5. (e) Parent and the Company shall comply with all applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from the other party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, in each case, as promptly as practicable. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/ProspectusInformation Statement, the Offer Documents, the Closing Form 8-K, K and the Closing Press Release Release, or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or and/or the Company to any Governmental Government Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent each shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to promptly furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, stockholders and stockholders Affiliates (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 5.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable DocumentMerger and the preparation of such document. Each Party party warrants and represents to the other Party party that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document, as of the date of the Special Meeting and as of the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by either Parent or the Company, the other party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each provided that a party shall accept and incorporate all reasonable comments from may file, issue or otherwise submit a Reviewable Document without the consent of the other party to any if it is advised by counsel that such Reviewable Document prior must be filed, issued or submitted in the form objected to by the other party so that the filing, issuance, submission issuing or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, submitting party is in each case, as promptly as practicablecompliance with Applicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing DateEffective Time and, in the case of the Registration Statement, prior to the closing of the Warrant Exchange Offer, (i) the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental AuthoritySEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority SEC on, or of any written or oral request by the Governmental Authority SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority SEC with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authorityfilings. All correspondence and communications to the Governmental Authority SEC made by Parent or the Company or Parent with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, shall be considered to be Reviewable Documents subject to the provisions of this Section 5.55.6.

Required Information. (a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Closing Reports, the Closing Press Release, the Registration Statement and the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, release or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Parent or the Company to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”)) by or on behalf of Naked, Holdco and/or Bendon or their respective Subsidiaries, and for such other reasonable purposes, each of the Company and Parent party shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish one of the other parties hereto, promptly furnish such other party with all information concerning themselvesitself, their Subsidiariesits directors, and each of their and their Subsidiaries’ respective directorsmanagers, officers, equity holders and stockholders Affiliates and other matters (including the directors of Parent and the Company Holdco designated by Naked to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters Closing), in each case as may be reasonably necessary or advisable in connection with the Reviewable DocumentMerger and the other transactions contemplated hereby and the preparation of such document. Each Party party warrants and represents to the other Party parties that all such information shall, as of the date of the filing of the Reviewable Document, shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that (i) Naked shall not be responsible for the accuracy or completeness of any information relating to Holdco or Bendon or any other information furnished by the other parties for inclusion in any such document, and (ii) Holdco and Bendon shall not be responsible for the accuracy or completeness of any information relating to Naked or any other information furnished by the other parties for inclusion in any such document). (b) At a reasonable time prior to the filing, issuance, issuance or other submission or public disclosure of a Reviewable Document by Parent Naked, Holdco or the CompanyBendon, the other each party shall each be given a reasonable an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each party shall accept and incorporate all reasonable comments from delayed or conditioned, provided that Naked may file, issue or otherwise submit a Reviewable Document without the consent of the other party to any if it is advised in writing by outside counsel that such Reviewable Document prior must be filed, issued or submitted in the form objected to by Bendon so that the filing, issuance, submission issuing or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be approved by the SEC, submitting party is in each case, as promptly as practicablecompliance with Legal Requirements. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing Each party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by other party in other Reviewable Documents and in other documents distributed by notify the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party. (d) Prior to the Closing Date, the Company and Parent shall notify each other parties as promptly as reasonably practicable (i) upon obtaining knowledge becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5SEC.