Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. eShare and Melita shall, as promptly as practicable following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, (ii) obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunder.

Filings and Authorizations. eShare and Melita shallThe parties hereto will, as promptly as practicable following practicable, and in the execution and delivery case of filings under the HSR Act no later than five Business Days after the date of this Agreement, file or supply, make or cause to be filed made all such filings and submissions under Laws applicable to them or suppliedtheir Affiliates as may be required to consummate the terms of this Agreement, including all notifications, reports notifications and other information required to be filed or supplied pursuant to the HSR Act in connection with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the transactions contemplated by this AgreementHSR Act. In addition to Any such filings, including any supplemental information and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates requests for additional information under the HSR Act, (y) comply at will be in substantial compliance with the earliest practicable date requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any request filing or submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information received by such party or its affiliates from from, any Governmental Entity, including the Federal Trade Commission (the "FTC") or FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate shall comply promptly with the other party in connection with any such party's filings inquiry or request. Each of Parent and AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act for the purchase and in connection with resolving any investigation or other inquiry concerning sale of the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby Purchased Assets in accordance with the terms of and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate (a) Parent, the Sellers, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the Antitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Purchased Assets, or (ii) obtainto agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or cause divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by any party hereto or any of its Affiliates to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained take any of the actions specified in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunder.the preceding sentence. 4.4

Filings and Authorizations. eShare The Company and Melita the Purchaser shall, as promptly as practicable following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act and applicable state insurance laws in connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (xw) take promptly all actions necessary to make the filings required of Melita the Purchaser and eShare the Company or their affiliates under the HSR Act, (yx) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (zy) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalgeneral and (z) request early termination of the waiting period under the HSR Act. Each of eShare the Company and Melita the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, submissions as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, (ii) obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions transactions, and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunder.

Filings and Authorizations. eShare and Melita shallThe parties hereto will, as promptly as practicable following practicable, and in the execution and delivery case of filings under the HSR Act no later than five Business Days after the date of this Agreement, file or supply, make or cause to be filed made all such filings and submissions under Laws applicable to them or suppliedtheir Affiliates as may be required to consummate the terms of this Agreement, including all notifications, reports notifications and other information required to be filed or supplied pursuant to the HSR Act in connection with the transactions contemplated by this AgreementAct. In addition The parties hereto shall also provide as promptly as possible full responses to and not in limitation any requests for additional information made of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates them under the HSR Act. Any such filings, (y) comply at the earliest practicable date with including any request supplemental information and requests for additional information received by such party or its affiliates from under the Federal Trade Commission (HSR 00 00 Xct, will be in substantial compliance with the "FTC") or the Antitrust Division requirements of the Department applicable Law. Each of Justice (AlliedSignal and Buyer, on the "Antitrust Division") pursuant one hand, and Parent and Sellers, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and (z) cooperate inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Antitrust Division, and shall comply promptly with the other party in connection with any such party's filings inquiry or request. Each of Parent and AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act for the purchase and in connection with resolving any investigation or other inquiry concerning sale of the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby Purchased Assets in accordance with the terms of and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the Antitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) obtainto agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or cause divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by any party hereto or any of its Affiliates to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained take any of the actions specified in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunderthe preceding sentence.

Filings and Authorizations. eShare and Melita shallThe parties hereto will, as promptly as practicable following practicable, and in the execution and delivery case of filings under the HSR Act no later than five Business Days after the date of this Agreement, file or supply, make or cause to be filed made all such filings and submissions under Laws applicable to them or suppliedtheir Affiliates as may be required to consummate the terms of this Agreement, including all notifications, reports notifications and other information required to be filed or supplied pursuant to the HSR Act in connection with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the transactions contemplated by this AgreementHSR Act. In addition to Any such filings, including any supplemental information and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates requests for additional information under the HSR Act, (y) comply at will be in substantial compliance with the earliest practicable date requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any request filing or submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information received by such party or its affiliates from from, any Governmental Entity, including the Federal Trade Commission (the "FTC") or FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate shall comply promptly with the other party in connection with any such party's filings inquiry or request. Each of Parent and AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act for the purchase and in connection with resolving any investigation or other inquiry concerning sale of the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby Purchased Assets in accordance with the terms of and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the Antitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) obtainto agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or cause divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by any party hereto or any of its Affiliates to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained take any of the actions specified in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunder.the preceding sentence. 4.4

Filings and Authorizations. eShare The Company and Melita the -------------------------- Purchaser shall, as promptly as practicable following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act and applicable state insurance laws in connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita the Purchaser and eShare the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the --- "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the ------------------ other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare the Company and Melita the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, (ii) obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunder.

Filings and Authorizations. eShare and Melita shallThe parties hereto will, as -------------------------- promptly as practicable following practicable, and in the execution and delivery case of filings under the HSR Act no later than five Business Days after the date of this Agreement, file or supply, make or cause to be filed made all such filings and submissions under Laws applicable to them or suppliedtheir Affiliates as may be required to consummate the terms of this Agreement, including all notifications, reports notifications and other information required to be filed or supplied pursuant to the HSR Act in connection with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the transactions contemplated by this AgreementHSR Act. In addition to Any such filings, including any supplemental information and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates requests for additional information under the HSR Act, (y) comply at will be in substantial compliance with the earliest practicable date requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any request filing or submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information received by such party or its affiliates from from, any Governmental Entity, including the Federal Trade Commission (the "FTC") or FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate shall comply promptly with the other party in connection with any such party's filings inquiry or request. Each of Parent and AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act for the purchase and in connection with resolving any investigation or other inquiry concerning sale of the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby Purchased Assets in accordance with the terms of and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the Antitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) obtainto agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or cause divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by any party hereto or any of its Affiliates to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained take any of the actions specified in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunderthe preceding sentence.

Filings and Authorizations. eShare Each of Sellers and Melita shall, as promptly as practicable following the execution and delivery of this Agreement, Purchaser will (a) file or supply, or cause to be filed or supplied, all notificationsapplications, reports notifications and other information required to be filed or supplied by it and, in the case of Sellers, required to be filed by the Acquired Companies, pursuant to applicable law, rule or regulation in connection with the consummation of the Transactions, including, without limitation, (i) filings with the Relevant Regulatory Authorities with respect to the change of control of the Acquired Companies, and (ii) filings pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates under the HSR Actany other applicable competition laws, (yb) comply at the earliest practicable date with any request for additional information received by such party or use its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, (ii) obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons Persons and governmental authorities other than those listed in clause (a) above necessary to be obtained by it, and in the case of Sellers, necessary to be obtained by the Acquired Companies, in order to consummate such transfer the Transactions, including, without limitation, obtaining the Sellers’ Consents and such transactions the Purchaser’s Consents, as applicable, and (iiic) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill their respective its obligations hereunder. With respect to clause (a) above in relation to any costs imposed by the Pennsylvania Insurance Department arising from the engagement of third party advisers or the holding of any public hearings and with respect to clause (b) above, all fees and expenses incurred as a result of all authorizations, approvals, consents and waivers to be obtained or made thereunder shall be paid by Sellers. Sellers and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.3 and supplying such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party shall have the right to provide comments on and review any such applications, notifications and information proposed to be filed or supplied by the other parties and, if such party elects to exercise such right, to complete such review within a reasonable period of time before the other parties may file or supply any such applications, notifications or information.

Filings and Authorizations. eShare (a) Buyer and Melita shallSeller shall use reasonable best efforts to obtain all authorizations, consents, clearances, Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to each Transaction Document and the Transactions. Seller and Buyer shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 7.3. Buyer and Seller shall use reasonable best efforts to supply such reasonable assistance as may be reasonably requested by any other Party in connection with the foregoing. Each of Seller and Buyer (w) shall promptly notify the other Party of (and, at any other Party’s reasonable request, supply to such other Party a copy of) any material communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings pertaining to the Transactions; (x) shall consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with any Governmental Authority relating to such filings, including, subject to applicable Laws, permitting the other Party to review in advance any proposed material written communication to any such Governmental Authority (redacted as appropriate to protect a Party’s competitively sensitive or confidential information) and incorporate the other Party’s reasonable comments; (y) agrees not to participate in any material meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend; and (z) shall comply, as promptly as practicable following the execution and delivery of this Agreementis reasonably practicable, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information requests received by such party Party from such Governmental Authority for additional information, documents or its affiliates from the Federal Trade Commission (the "FTC") other materials. Any such disclosures, rights to participate or the Antitrust Division provisions of the Department of Justice (the "Antitrust Division") pursuant information by one Party to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as Party may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, (ii) obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions and (iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunderprotect confidential business information.

Filings and Authorizations. eShare Each of Seller and Melita shall, as promptly as practicable following Purchaser will no later than twenty (20) days after the execution and delivery of this Agreement, date hereof (i) file or supply, or cause to be filed or supplied, all notificationsapplications, reports notifications and other information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to the HSR Act applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement. In addition to and not in limitation , including, without limitation, filings with the offices of the foregoing, each Ohio Department of Insurance with respect to the change of control of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this AgreementCompany, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons Persons and governmental authorities necessary to be obtained by it, and in the case of Seller, necessary to be obtained by the Company, in order for it to consummate such transfer and such the transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill their respective its obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance as may be reasonably requested by each in connection with the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.