Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each of the parties agrees to use their respective its reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under this Agreement and applicable Law or otherwise to consummate and make effective the transactions Merger and the other Transactions contemplated by this Agreement; Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which the Company or Parent or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain from any Governmental Entities any actions, non-actions, clearancesall necessary actions or nonactions, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries orders and authorizations from Governmental Entities (including those in connection with applicable Competition Laws), make all necessary registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Proceeding by, any Governmental Entity (including in connection with applicable Competition Laws), (iii) resist, contest or defend any Proceeding (including administrative or judicial Proceedings) challenging the authorizationMerger or the completion of the Transactions, executionincluding seeking to have vacated, delivery lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and performance of this Agreement and the that could restrict, prevent or prohibit consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filingsTransactions, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by Transactions and fully to carry out the purposes of this Agreement. No party to this Agreement shall consent to any voluntary delay Each of the consummation parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, the Company and Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent hereby. In furtherance and not in limitation of the other parties foregoing, each of the Company and Parent shall, and shall cause their respective affiliates to, make or cause to be made all filings required under applicable Competition Laws with respect to the Transactions as promptly as practicable and, in any event, file all required HSR Act notifications within ten (10) Business Days after the date of this Agreement. Notwithstanding anything to the contrary in this Agreement, which consent all obligations of the Company, Parent and Merger Sub to obtain the Financing shall be governed exclusively by Section 5.10 and Section 5.11, and not be unreasonably withheld, conditioned or delayedthis Section 5.5.

Appropriate Action; Consents; Filings. (a) Upon Parent and the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller Company shall each use their respective commercially reasonable best efforts to promptly (iA) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or Orders orders required to be obtained or made by Buyer, Seller Parent or the Company or any of Buyer’s Subsidiaries their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; herein, including, without limitation, the Merger, and (iiiC) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (y) the HSR Act Act, and under (z) any other applicable Law; (iv) avoid provided, that Parent and the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay Company shall cooperate with each other in connection with the Closingmaking of all such filings, including, without limitationif requested, defending by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, that nothing in this Section 6.7(a) shall require the expenditure of money by the Company or Parent to a third party in exchange for any lawsuits such consent (other than nominal filing or processing fees). Parent and the Company shall use commercially reasonable efforts to furnish to each other all information required for any application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing under the consummation rules and regulations of any applicable Law (including all information required to be included in the transactions contemplated hereby; and (vProxy Statement) execute and deliver any additional instruments necessary to consummate in connection with the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon Subject to the terms and subject to conditions of this Agreement, the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each parties hereto will use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and to cause the conditions to the Merger set forth in Article VI to be satisfied, including using reasonable best efforts to accomplish the following: (iii) obtain from any Governmental Entities any actions, the obtaining of all necessary actions or non-actions, clearances, waivers, consents, approvals, permits consents and approvals from Governmental Authorities or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries other Persons necessary in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at Agreement, including the behest Merger, and (ii) the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain approval from, or to avoid a Proceeding by, any Governmental Entity without Authority or other Persons necessary in connection with the consent consummation of the other parties to transactions contemplated by this Agreement, which including the Merger. Each of the parties hereto shall as promptly as reasonably practicable after the date of this Agreement, upon a date to be mutually agreed upon by the parties hereto, make its respective filings under the HSR Act. Each of the parties hereto shall as promptly as reasonably practicable after the date of this Agreement, upon a date to be mutually agreed upon by the parties hereto, make any other applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable, but in no event later than as required by Law. Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Company or any of their respective Affiliates shall be required to, and without the prior written consent shall of Parent, none of the Company or any of its Subsidiaries or Affiliates will, grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any third Person in connection with seeking or obtaining its consent to the transactions contemplated by this Agreement (it being understood that this sentence does not be unreasonably withheld, conditioned or delayedapply to the actions required by Section 5.3(d)).

Appropriate Action; Consents; Filings. (a) Upon the terms The Seller and subject to the conditions set forth in this Agreement (includingPurchaser shall, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective its commercially reasonable best efforts to promptly (i) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions Transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities or third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders Consents required to be obtained or made by BuyerPurchaser, Seller Seller, or any of Buyer’s Subsidiaries the Company in connection with the authorization, execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby; Transactions, and (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under by the HSR Act Insurance Code of the Commonwealth of Puerto Rico and under any other applicable Law; (iv) avoid provided, that Seller, the entry ofCompany and Purchaser shall cooperate with each other in connection with the making of all such filings, or have vacated or terminated, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and furnishing all information required for any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing to be made pursuant to the consummation rules and regulations of any applicable Law in connection with the Transactions. In furtherance of the transactions contemplated hereby; foregoing, within ten (10) days of the date hereof, Purchaser shall make all requisite filings with the OCIPR as may be necessary in order to obtain all consents and (v) execute and deliver any additional instruments necessary approvals of the OCIPR needed to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedhereby.

Appropriate Action; Consents; Filings. (a) Upon Parent and the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller Company shall each use their respective commercially reasonable best efforts to promptly (iA) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or Orders orders required to be obtained or made by Buyer, Seller Parent or the Company or any of Buyer’s Subsidiaries their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; herein, including, without limitation, the Merger, and (iiiC) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (y) the HSR Act Act, and under (z) any other applicable Law; (iv) avoid provided, that Parent and the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay Company shall cooperate with each other in connection with the Closingmaking of all such filings, including, without limitationif requested, defending by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, however, that nothing in this Section 5.7(a) shall require the expenditure of money by the Company or Parent to a third party in exchange for any lawsuits such consent (other than nominal filing or processing fees). Parent and the Company shall use commercially reasonable best efforts to furnish to each other all information required for any application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing under the consummation rules and regulations of any applicable Law (including all information required to be included in the transactions contemplated hereby; Joint Proxy Statement/Prospectus and (vthe Registration Statement) execute and deliver any additional instruments necessary to consummate in connection with the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each of the parties agrees to use their respective its reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under this Agreement and applicable Law or otherwise to consummate and make effective the transactions contemplated Merger and the other Transactions as promptly as practicable, including using reasonable best efforts to: (i) obtain all consents, approvals or waivers from third parties in connection with the Merger, including under any Contract to which the Company or Parent or any of their respective Subsidiaries is party or by this Agreement; which such Person or any of their respective properties or assets may be bound, (ii) obtain from any Governmental Entities any actions, non-actions, clearancesall necessary or advisable actions or nonactions, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries orders and authorizations from Governmental Entities (including those in connection with applicable Competition Laws), make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Proceeding by, any Governmental Entity (including in connection with applicable Competition Laws) in order to consummate the authorizationMerger, execution(iii) resist, delivery contest or defend any Proceeding (including administrative or judicial Proceedings) challenging the Merger or the completion of the Transactions, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and performance of this Agreement and the that could restrict, prevent or prohibit consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filingsTransactions, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any reasonable additional instruments consistent with this Agreement that are necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement. No party to this Agreement shall consent to any voluntary delay Each of the consummation parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In furtherance of the transactions contemplated by this Agreement at foregoing and subject to applicable Law relating to the behest exchange of information, the Company and Parent shall have the right to review, as far in advance as practicable, all of the information relating to the Company or Parent, as the case may be, and any of their respective affiliates or Subsidiaries, that appears in any filing to be made with, or written materials to be submitted to, any Third Party and/or any Governmental Entity in connection with the Merger and the Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity without Entity, the consent Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other parties with copies of notices or other written substantive communications received by the Company or Parent, as the case may be, or any of their respective affiliates or Subsidiaries, from any Governmental Entity and/or Third Party with respect to this Agreementsuch transactions, which consent and, to the extent permitted under the circumstances, shall provide the other party and its counsel with the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the Transactions. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and shall cause their respective affiliates and Subsidiaries to, make or cause to be unreasonably withheldmade all filings required under applicable Competition Laws with respect to the Merger as promptly as practicable and, conditioned in any event, file all required HSR Act pre-merger notifications and report forms by such time to be mutually agreed in good faith by Parent and the Company in order to cause the expiration or delayedtermination of the waiting period under the HSR Act to occur as promptly as practicable.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Merger and the other Transactions contemplated by this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which the Company or Parent or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including, without limitation, those set forth in this Section 7.2connection with applicable Competition Laws), Buyer make all necessary registrations, declarations and Seller shall each use their respective reasonable best efforts filings with and take all steps as may be necessary to promptly (i) takeobtain an approval or waiver from, or to cause to be takenavoid any Proceeding by, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; Entity (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending in connection with applicable Competition Laws), (iii) resist, contest or defend any lawsuits Proceeding (including administrative or judicial Proceedings) challenging the Merger or the completion of the Transactions, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal proceedingsorder (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the transactions contemplated hereby; Transactions, and (viv) execute and deliver any additional instruments necessary to consummate the transactions contemplated by Transactions and fully to carry out the purposes of this Agreement. No party to this Agreement shall consent to any voluntary delay Each of the consummation parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, the Company and Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent hereby. In furtherance and not in limitation of the other parties foregoing, each of the Company and Parent shall, and shall cause their respective affiliates to, make or cause to be made all filings required under applicable Competition Laws with respect to the Transactions as promptly as practicable and, in any event, file all required HSR Act notifications within ten (10) Business Days after the date of this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon Each of Parent and the terms Company shall (and subject Parent shall cause each of its affiliates to) use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby and to cause the conditions set forth in this Agreement Article VI to be satisfied. Without limiting the generality of the foregoing, Parent shall (includingand shall cause Sub, without limitation, those set forth in this Section 7.2), Buyer the Guarantor and Seller each of its and their applicable affiliates to) and the Company shall (and shall cause each of the Company Subsidiaries to) use their respective its reasonable best efforts to promptly (i) takepromptly obtain all actions or nonactions, or to cause to be takenconsents (including Required Consents), all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearancesPermits, waivers, consents, approvals, permits authorizations and orders from Governmental Entities or Orders required to be obtained by Buyer, Seller other persons necessary or any of Buyer’s Subsidiaries advisable in connection with the authorizationconsummation of the Merger and the other transactions contemplated hereby and (ii) as promptly as practicable, executionand in any event within thirty (30) days after the date hereof, delivery make and performance of this Agreement not withdraw (without the Company’s consent) all registrations and filings with any Governmental Entity or other persons necessary or advisable in connection with the consummation of the Merger and the other transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other including the filings required submissions, with respect to this Agreement required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under the HSR Act and under or any other applicable Law; (iv) avoid the entry of, Antitrust Law and promptly make any further filings pursuant thereto that may be necessary or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedadvisable.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other Regulatory Law and any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties party to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, and without limitation, those set forth in limiting the other provisions of this Section 7.2)6.8, Buyer each of the parties hereto shall (and Seller shall cause each of their applicable Subsidiaries to) use their respective its reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective consummate, as promptly as practicable, the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement Merger and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party Without limiting the foregoing, (i) the Company agrees to this Agreement shall consent use its reasonable best efforts to cause the conditions set forth in the Pathfinder Consent and Pathfinder SPA to be satisfied as promptly as practicable, and (ii) each of the parties agrees to use its respective reasonable best efforts to (A) cause the conditions to the Merger set forth in Article VII to be satisfied as promptly as practicable, and (B) obtain all necessary consents, approvals, orders, waivers, and authorizations of, actions or nonactions by, any voluntary delay of Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement at Agreement, including the behest of Merger, and make all necessary registrations, declarations and filings with, and notices to, any Governmental Entity without Authorities (including pursuant to the consent HSR Act any other applicable Antitrust Law necessary to start any applicable waiting period) and take all reasonable steps as may be necessary to obtain an approval from, or to avoid a suit, action, proceeding or investigation by, any Governmental Authority or other Persons necessary in connection with the consummation of the other parties to transactions contemplated by this Agreement, including the Merger; provided, however, that notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no party shall be required by this Agreement to (x) agree to any divestitures, licenses, hold separate arrangements or similar matters, including material covenants affecting business operating practices, except to the extent (and each party will agree to any divestitures, licenses, hold separate arrangements or similar matters, including material covenants affecting business operating practices, so long as) any such divestitures, licenses, arrangements, matters or covenants would not reasonably be expected to be material to Parent and the Company, taken as a whole or (y) defend or contest any proceeding by a Governmental Authority which consent shall questions the validity or legality of the transactions contemplated by this Agreement or seeks damages in connection therewith. Parent will not be unreasonably withheldtake any actions that would preclude, conditioned impair or delayeddelay the consummation of the Merger.

Appropriate Action; Consents; Filings. (a) Upon the terms The Target and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller Acquiror shall each use their respective all reasonable best efforts to promptly (i) take, or to cause to be takentaken (including by the ESOP), all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (ii) obtain or cause to be obtained (including by the ESOP) from any Governmental Entities Authorities any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or Orders orders required to be obtained by Buyer, Seller Acquiror or the Target or any of Buyer’s their Subsidiaries or the ESOP in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; Transactions, including the Merger, and (iii) as promptly as practicable, make or cause to be made (including by the ESOP) all necessary registrations and filings, and thereafter make or cause to be made (including by the ESOP) any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the TBCA, (C) the HSR Act and under any related governmental request thereunder, and (D) any other applicable Law; (iv) avoid PROVIDED that Acquiror and the entry ofTarget shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party prior to filing and, if requested, to accept all reasonable additions, deletions or have vacated or terminatedchanges suggested in connection therewith; and provided further that, except as expressly provided herein, each party shall retain discretion and control over its affairs. The Target and Acquiror shall use all reasonable efforts to furnish to each other all information required for any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary filing to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent be made pursuant to any voluntary delay of applicable Law in connection with the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedTransactions.

Appropriate Action; Consents; Filings. (a) Upon The Company and Buyer shall use their commercially reasonable efforts to (A) perform or comply with all agreements and covenants required by this Agreement and each Ancillary Agreement to be performed or complied with by the terms and subject Company or Buyer, as the case may be, on or prior to the conditions set forth in this Agreement Effective Time, (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) takeB)take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (iiC) obtain from any Governmental Entities Entity any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or Orders orders required to be obtained or made by Buyer, Seller Buyer or the Company or any of Buyer’s Subsidiaries their respective subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution, execution and delivery and performance of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby; herein and therein, including, without limitation, the Merger, and (iiiD) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (y) the HSR Exchange Act and under any other applicable federal or state securities Laws and (z) any other applicable Law; provided, that the Company and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith, provided, however, that nothing in this Section 5.8(a) shall require the Company or Buyer to agree to (ivi) avoid the entry ofimposition of conditions, (ii) the requirement of divestiture of assets or have vacated property or terminated, (iii) the requirement of expenditure of money by the Company or Buyer to a third party in exchange for any Order that would restrain, prevent or delay the Closing, including, without limitation, defending such consent. The Company and Buyer shall furnish to each other all information required for any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing under the consummation rules and regulations of any applicable Law (including all information required to be included in the transactions contemplated hereby; and (vProxy Statement) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of in connection with the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this and each Ancillary Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingMerger Agreement, without limitationParent, those set forth in this Section 7.2), Buyer Merger Sub and Seller Company shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise otherwise, to consummate and make effective the transactions contemplated by this Merger Agreement as promptly as practicable, including without limitation (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Merger Agreement; , (ii) obtain obtaining from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders material licenses required to be obtained or made by BuyerParent, Seller or any of Buyer’s Subsidiaries its Subsidiaries, or Company, in connection with the authorization, execution, execution and delivery and performance of this Merger Agreement and the consummation of the transactions contemplated hereby; herein, including, without limitation, the Merger, and (iii) make making all necessary registrations and filings, and thereafter make making any other required submissions, with respect to this Merger Agreement and the Merger required under (A) the HSR Act regulations of the Cognizant Agency and under (B) any other applicable Law; (iv) avoid provided that Parent and Company shall cooperate with each other in connection with the entry ofmaking of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and discussing all reasonable additions, deletions or have vacated or terminated, changes suggested in connection therewith. Company and Parent shall furnish to each other all information required for any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing to be made pursuant to the consummation rules and regulations of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate applicable Law in connection with the transactions contemplated by this Merger Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingMerger Agreement, without limitation, those set forth in this Section 7.2), Buyer and Seller the Parties shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Merger Agreement as promptly as practicable, including without limitation (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Merger Agreement; , (ii) obtain obtaining from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders material Licenses required to be obtained or made by BuyerAcquiror, Seller or any of Buyer’s Subsidiaries its Subsidiaries, or Company, or any Company Subsidiary, in connection with the authorization, execution, execution and delivery and performance of this Merger Agreement and the consummation of the transactions contemplated hereby; herein, including, without limitation, the Merger, and (iii) make making all necessary registrations and filings, and thereafter make making any other required submissions, with respect to this Merger Agreement and the Merger required under (A) the HSR Act and under (B) any other applicable Law; (iv) avoid provided that Acquiror and Company shall cooperate with each other in connection with the entry ofmaking of all such filings, including providing copies of all such documents to the non-filing Party and its advisors prior to filing and discussing all reasonable additions, deletions or have vacated or terminated, changes suggested in connection therewith. Company and Acquiror shall furnish to each other all information required for any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing to be made pursuant to the consummation rules and regulations of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate applicable Law in connection with the transactions contemplated by this Merger Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in paragraphs (c) and (d) of this Section 7.27.1), Buyer and Seller Sellers shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders orders required to be obtained by Buyer, Seller Sellers or any of Buyer’s their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) promptly make all necessary or advisable registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required or advisable under (A) the HSR Act and under any applicable non-U.S. merger control or competition Laws and (B) any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order decree, order, or judgment that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other Transactions contemplated by this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Company Material Contract to which the Company or Parent or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound (provided, that the Company shall not pay or agree to pay any material consent fees or other material payments requested by any such third parties without the written consent of Parent, not to be unreasonably withheld, conditioned or delayed), (ii) obtain all necessary actions or nonactions, waiting period expirations or terminations, waivers, consents, approvals, orders and authorizations from Governmental Entities (including, without limitation, those set forth in this Section 7.2connection with applicable Competition Laws), Buyer make all necessary registrations, declarations and Seller shall each use their respective reasonable best efforts filings with and take all steps as may be necessary to promptly (i) takeobtain an approval or waiver from, or to cause to be takenavoid any Proceeding by, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; Entity (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act and under any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending in connection with applicable Competition Laws), (iii) resist, contest or defend any lawsuits Proceeding (including administrative or judicial Proceedings) challenging the Offer, the Merger or the completion of the Transactions, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal proceedingsorder (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the transactions contemplated hereby; Transactions, and (viv) execute and deliver any additional instruments necessary to consummate the transactions contemplated by Transactions and fully to carry out the purposes of this Agreement. No party to this Agreement shall consent to any voluntary delay Each of the consummation parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, the Company and Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances and acceptable to the relevant Governmental Entity, shall provide the other party or its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent hereby. In furtherance and not in limitation of the other parties foregoing, each of the Company and Parent shall, and shall cause their respective affiliates including their ultimate parent entities as that term is defined in the HSR Act to, make or cause to be made all filings required under applicable Competition Laws with respect to the Transactions as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon the terms The Company and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller Parent shall each use their respective commercially reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, appropriate action and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or Orders orders required to be obtained by Buyer, Seller Parent or the Company or any of Buyer’s Subsidiaries their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; herein, including without limitation the Offer and the Merger, and (iii) as promptly as reasonably practicable, make all necessary registrations and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (A) the HSR Act Exchange Act, and under any other applicable federal or state securities Laws, and (B) any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with (ivx) avoid preparing and filing the entry Offer Documents, the Schedule 14D-9, the Proxy Statement and any Other Filings, (y) determining whether any action by or in respect of, or have vacated or terminatedfiling with, any Order that would restrainGovernmental Entity is required, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or in connection with the consummation of the transactions contemplated hereby; Offer or the Merger and (vz) execute seeking any such actions, consents, approvals or waivers or making any such filings. The Company and deliver Parent shall furnish to each other all information required for any additional instruments necessary to consummate application or other filing under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon Each of the terms and subject Parties to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective commercially reasonable best efforts to promptly (i) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and to satisfy each condition to the obligations of the other Party hereto as promptly as practicable, including approving and executing any resolutions, documents and instruments reasonably requested by the other party to effectuate the transaction contemplated hereby, (ii) obtain from any Governmental Entities Authorities any actions, non-actions, clearances, waivers, consents, approvals, permits Consents or Orders Licenses and Permits required to be obtained or made by BuyerPurchaser or Seller, Seller or to avoid any of Buyer’s Subsidiaries action or proceeding by any Governmental Authority, in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; herein, and (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including the HSR Act and under any foreign antitrust Laws; provided, however, that Purchaser and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such non-proprietary documents to the non-filing Party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith and, provided, further, that nothing in this Section 6.5(a) shall require Purchaser or any of its Affiliates to (1) agree to sell, divest, license, dispose of or hold separate any assets or businesses (including the Business), or otherwise take or commit to take any action that could limit its freedom with respect to, or its ability to retain, one or more of its businesses, product lines or assets (including the Business), (2) agree to the requirement of expenditure of money by Purchaser or NextNet to a Third Party in exchange for any Consent, or (3) except with respect to any inquiries or requests for additional information from the United States Federal Trade Commission and/or the United States Department of Justice or similar requests from any other applicable Law; Governmental Authority with respect to any foreign antitrust Laws, litigate, pursue or defend against any Action (ivincluding any temporary restraining order or preliminary injunction) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; by this Agreement as violative of the HSR Act or any applicable foreign antitrust Law. Seller and (v) execute Purchaser shall promptly furnish to each other all information required for any application or other filing to be made by the other pursuant to the rules and deliver regulations of any additional instruments necessary applicable Law in connection with the transactions contemplated by this Agreement. Except as specifically required by this Agreement, the Parties shall not take any action, or refrain from taking any action, the effect of which would be to delay or impede the ability of the Parties to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Appropriate Action; Consents; Filings. (a) Upon The Company, the terms Members and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use use, and shall cause each of their respective subsidiaries to use, their reasonable best efforts to promptly (i) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or Orders orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by Buyer, Seller the Members or the Company or any of Buyer’s Subsidiaries their subsidiaries in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; , including, without limitation, the Merger, (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger, required under (A) the HSR Act and under (B) any other applicable Law; (iv) avoid provided that Buyer, the entry ofMembers and the Company shall cooperate with each other in connection with the making of all such filings and submissions, including providing copies of all such documents to the nonfiling party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or have vacated or terminatedchanges suggested in connection therewith. The Company, the Members and Buyer shall furnish all information required for any Order that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits application or other legal proceedings, whether judicial filing or administrative, challenging this Agreement or submission to be made pursuant to the consummation rules and regulations of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate applicable Law in connection with the transactions contemplated by this Agreement. No party to this Agreement Buyer and the Company shall consent to any voluntary delay request early termination of the consummation of waiting period with respect to the transactions contemplated by this Agreement at Merger under the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedHSR Act.

Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in paragraphs (c) and (d) of this Section 7.27.1), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders orders required to be obtained by Buyer, Seller or any of Buyer’s their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement required under (A) the HSR Act and under any applicable non-U.S. merger control or competition Laws and (B) any other applicable Law; (iv) avoid the entry of, or have vacated or terminated, any Order decree, order, or judgment that would restrain, prevent or delay the Closing, including, without limitation, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.