Common use of Competition Approvals Clause in Contracts

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the Parties shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IP, UWWH and Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the Merger, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority shall be borne one-half by IP and one-half by UWWH. Notwithstanding anything to the contrary set forth above in this Section 8.8(a), none of UWWH, IP, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWH’s, IP’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective Affiliates.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the Parties parties hereto shall use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws and regulations (“Competition Laws”) to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IPTransferor, UWWH Parent, Issuer and Spinco GPI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the MergerTransactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties), to respond to any government requests for information, and to contest contest, resist and resist litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative actionappeal. The Parties parties hereto will consult and cooperate with one another (including by permitting the other party parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party party hereto in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade LawCompetition Laws, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities in connection relating to Competition Laws with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties parties hereto under any filing with any Governmental Authority shall be borne one-half by IP Transferor and one-half by UWWHParent. Notwithstanding anything to the contrary set forth above in this Section 8.8(a)Agreement, none of UWWHTransferor, IPParent, Spinco Issuer or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time Closing any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH Transferor or IP Parent or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWHTransferor’s, IPParent’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective Affiliates.

Competition Approvals. Subject to In connection with the terms and conditions of transactions contemplated by this Agreement, each of after the Parties date hereof, the parties shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, practicable comply with the notification and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality reporting requirements of the foregoingHSR Act and any other similar non-U.S. antitrust or competition laws. The parties shall comply with any additional requests for information, IPincluding requests for production of documents and production of witnesses for interviews or depositions, UWWH by any U.S. or non-U.S. antitrust authority. Sellers and Spinco agree, Purchaser Parent shall cooperate with each other and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any government clearances required Governmental Authority in order to satisfy the conditions in Article 7 and to consummate the Mergertransactions contemplated by this Agreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Subsidiaries shall be required to agree to any divestitures, licenses, hold separate arrangements or similar matters (including agreeing to any limitations on the ability of any Purchaser, Purchaser Parent, or any of their Affiliates to acquire, hold, or exercise full rights of ownership of the Finishing Business and the Acquired Assets) in order to obtain approval of the transactions contemplated by this Agreement under applicable competition laws; and provided further that nothing in this Section 6.1(g) shall require any party to commence or participate in litigation. Each party, to respond the extent permitted by Applicable Law and the appropriate Governmental Authority, shall promptly notify the other parties of any written communication to that party from any government requests for informationGovernmental Authority relating to antitrust or competition laws in connection with the transactions contemplated by this Agreement and, and subject to contest and resist any ActionApplicable Law, and to have vacatedshall cooperate with the other parties in connection with all matters contemplated by this Section 6.1(g); provided, lifted, reversed or overturned any Orderhowever, that restricts, prevents information shared among the parties in the course of such cooperation shall be subject to a confidentiality or prohibits joint defense agreement mutually agreed upon by the consummation of the Transactions, including by pursuing parties. Purchaser Parent shall pay all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, filing fees in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions filings made by the parties under the HSR Act and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign other similar non-U.S. antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority shall be borne one-half by IP and one-half by UWWH. Notwithstanding anything to the contrary set forth above in this Section 8.8(a), none of UWWH, IP, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWH’s, IP’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective Affiliatescompetition laws.

Competition Approvals. (a) Subject to the terms and conditions of this Agreement, including the other provisions of this Section 5.3, each of the Parties parties hereto shall cooperate with one another and use their reasonable its best efforts to take, or cause to be takentaken (including causing their respective Affiliates to take), all actions and to do, or cause to be done, all things necessary reasonably necessary, proper or advisable under applicable federal, state or foreign antitrust or fair trade Laws and regulations (“Competition Laws”) to consummate and make effective as promptly as practicable the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings filings, and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and use its best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a. (b) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IP, UWWH Transferor and Spinco Buyer agree, and shall cause each of their respective SubsidiariesAffiliates, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the MergerTransactions under Competition Laws, including (i) making all necessary filings for government clearances as soon as practicable as agreed by the parties, and in no event later than ten (10) Business Days after the date of this Agreement for filing the Premerger Notification and Report Form pursuant to respond the HSR Act, (ii) requesting early termination of the waiting period under the HSR Act, (iii) responding as promptly as practicable to any government requests for informationadditional information and documents made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Authority in connection with any Competition Law applicable to the Transactions, and (iv) using their respective best efforts to contest take, or cause to be taken, all other actions consistent with this Section 5.3 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and other Competition Laws as soon as practicable and in any event by or before the Termination Date, including to contest, resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions. Buyer shall not, without the prior written consent of Transferor, which consent shall not be unreasonably withheld, conditioned or delayed, (A) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act, (B) agree to extend or restart the waiting, review or investigation period under any Competition Law or (C) offer, negotiate or enter into any commitment or agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. any timing agreement, with any Governmental Authority to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, the Transaction. (c) The Parties parties hereto will consult and cooperate with one another (including by permitting the other party parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority, subject to applicable Laws relating to the exchange of information and to the extent practicable), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party party hereto in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade LawCompetition Laws, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities in connection relating to Competition Laws with the Transactions contemplated hereby. The parties may, as they deem advisable and necessary, designate any competitively or commercially sensitive materials provided to the other under this Section 5.3 or otherwise as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all meetings and substantive telephone calls with a Governmental Authority regarding the Transaction shall include representatives of all parties. Any filing fees required to be paid by the Parties parties hereto under any filing with any Governmental Authority shall be borne one-half by IP Transferor and one-half by UWWH. Buyer. (d) Notwithstanding anything to the contrary set forth above in this Section 8.8(a)Agreement, none of UWWH, IP, Spinco neither Transferor nor Buyer or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, hold separate, dispose of or otherwise encumber before or after the Effective Time Closing any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH Transferor or IP Buyer or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWHTransferor’s, IP▇▇▇▇▇’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein. (e) Neither Buyer nor Transferor shall, where and each shall cause its respective Affiliates not to, enter into or amend any Contract or take any other action, if such Contract, amendment of a Contract or action would reasonably be expected to (i) impose any material delay in obtaining, or materially increase the effect risk of such salenot obtaining, divestitureany authorizations, licenseconsents, transferorders, disposition, encumbrance declarations or other restriction would be materially adverse approvals of any Governmental Authority necessary to consummate the business, financial condition or results of operations of UWWH, IP transactions contemplated by this Agreement or any other Transaction Document or the expiration or termination of their respective Affiliatesany applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering an order prohibiting or conditioning the consummation of the transactions contemplated by this Agreement, or (iii) otherwise materially delay the consummation of the transactions contemplated by this Agreement.

Competition Approvals. Subject (i) Closing shall be subject to the Buyer obtaining in relation to the transaction all merger control consents, approvals, permissions, authorizations from the applicable Governmental Agencies in Germany and Norway or the expiry of the relevant waiting period in Germany and Norway (the "Applicable Competition Authorities") in accordance with all of the terms set forth herein (the "Competition Condition"). For the avoidance of doubt, subject to the following provisions, in no event shall Buyer be obligated to proceed with Closing until all merger control consents, approvals, permissions, and conditions authorizations have been received from the Applicable Competition Authorities in Germany and Norway. (ii) Buyer shall have the responsibility and will do everything reasonably possible to satisfy the Competition Condition as soon as practicably possible after the date of this Agreement, each including without limitation making all notifications and filings promptly after the date of this Agreement and without limitation not later than five (5) Business Days after the date of this Agreement in the case of Germany and Norway, submitting comprehensive responses to all requests for further information from the Applicable Competition Authorities as soon as reasonably possible and in the prescribed form, including to the extent required engaging in second stage merger control proceedings with any of the Parties Applicable Competition Authorities (subject to prompt assistance from the Institutional Stockholder). (iii) If any Applicable Competition Authority indicates that it will only clear this transaction subject to remedy commitments, undertakings or disposals in Germany or Norway, and, subject to the making of an Election (as hereinafter defined) in the United Kingdom, as applicable, Buyer shall, within any relevant time limit, propose, accept and/or enter into any and all remedy commitments, undertakings or disposals in relation to any member or asset of the Group's German business, Norwegian business or United Kingdom business, as applicable, and/or any member or asset of the Buyer's Group's German business, Norwegian business or United Kingdom business, as (or in the case of the United Kingdom, if) applicable, which the Applicable Competition Authority considers necessary for the purpose of any relevant merger clearance provided always that: (A) as regards Germany, if the Applicable Competition Authority requires a remedy commitment or undertaking which requires the disposal of any member or material business or asset of the Group in Germany or an equivalent member or material business or asset of the Buyer’s Group in Germany, Buyer shall use their reasonable best efforts have the right to taketerminate this Agreement upon written notice; (B) as regards Norway, if the Applicable Competition Authority requires a remedy commitment or undertaking which requires the disposal of any member or material business or asset of the Group in Norway or an equivalent member or material business or asset of the Buyer’s Group in Norway, or cause if the Applicable Competition Authority does not grant the relevant merger control consents, approvals, permissions, and authorizations as so required, Buyer shall only be required to proceed with this Agreement to Completion (and this condition shall be satisfied in respect of Norway) provided that the Institutional Stockholder shall first purchase the entire issued share capital of Company’s subsidiaries located in Norway on or prior to Closing for £1 and the Closing Cash Proceeds shall be further reduced by £3,600,000; and (C) subject to the making by the Buyer of an Election, as regards the United Kingdom, if the Applicable Competition Authority requires a remedy commitment or undertaking which requires the disposal of any member or material business or material asset of the Group in the United Kingdom or any member or material business or material asset of the Buyer’s Group in the United Kingdom, Buyer shall have the right to terminate this Agreement upon written notice. For the purposes of this Section, a business shall be deemed material if such business generates 10% or more of turnover in the applicable country and an asset shall be deemed material if such asset generates 10% or more of sales in the applicable country. (iv) In the event that merger control consent, approval, permission or authorization of this transaction in accordance with all of the terms set forth herein is not obtained from any of the Applicable Competition Authorities on or before ninety (90) days of the date hereof, then the Buyer shall have the right to terminate this Agreement upon written notice. In the event of an Election under Section 2.8(a)(v), the time period for receipt of merger control consent, approval, permission or authorization of this transaction from the OFT shall be on or before 240 days of the date hereof, otherwise the Buyer shall have the right to terminate this Agreement upon written notice. (v) The Buyer may elect within 10 days of the date hereof to file for merger control consent from the Office of Fair Trading in the UK ("OFT") (an "Election") provided that it can demonstrate to the Institutional Stockholder a material risk to the Business of not making such a filing. On making an Election, the Buyer shall immediately notify the Institutional Stockholder of any such decision and the Institutional Stockholder shall have the right to be takenconsulted and have the opportunity to review the data on which the Buyer will make their filing decision. The provisions of Sections 2.8(a)(ii), 2.8(a)(iii) and 2.8(a)(vi) to (a)(viii) shall apply and will have full force and effect in connection with any Election and on such an Election, the "Applicable Competition Authorities" shall be deemed to include the OFT. . If the Buyer notifies the Institutional Stockholder of its decision to file for merger control consent with the OFT, Closing shall be subject to Buyer obtaining all merger control consents, approvals, permissions and authorisations from the OFT, the definition of Competition Condition shall be amended accordingly and, subject to Section 2.8(a)(iii)(C), in no event shall the Buyer be obligated to proceed with Closing until all merger control consents, approvals, permissions and authorisations have been received from the OFT. For the avoidance of doubt, if an Election is not made within the prescribed period set out in this Section Closing shall not be subject to the Buyer obtaining clearance approval from the OFT. (vi) In the event of termination, all actions rights and to do, or cause to be done, all things necessary obligations under applicable Laws and regulations to consummate and make effective the Transactionsthis Agreement, including providing information but not limited to all obligations to pay monies due hereunder, shall be deemed null and using their reasonable best efforts void and the Sellers and Buyer shall not be required to obtain all necessary exemptionsproceed with Closing or have any further obligation or liability hereunder (save for any rights and liabilities of the parties which have accrued prior to termination, rulings, consents, authorizations, approvals and waivers which shall continue to effect all necessary registrations and filings and to lift any injunction or other legal bar to subsist). (vii) Buyer shall keep the Transactions, as promptly as practicable, and to take all other actions necessary to consummate Institutional Stockholder advised of the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that progress towards the satisfaction of the obligations under this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)clause 2.8(a). Without limiting Buyer agrees to consult the generality of the foregoing, IP, UWWH and Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the Merger, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other Institutional Stockholder as soon as reasonably practicable in advance of any communication which it proposes to make to any Applicable Competition Authorities. Institutional Stockholder shall provide Buyer with all reasonable assistance requested by Buyer and shall promptly provide all data, documentation and other information as is reasonably requested by Buyer. To the extent permitted by applicable laws, Buyer shall provide the Institutional Stockholder with drafts of all written communications intended to be sent to the Applicable Competition Authorities, give the Institutional Stockholder a reasonable opportunity to comment thereon, not send such communications without the Institutional Stockholder's prior reasonable approval (which shall not be unreasonably withheld) and provide the Institutional Stockholder with final copies of all such communications. In the event the Institutional Stockholder does not provide its comments or approval in a timely manner or unreasonably withholds its approval, then Buyer may send such written communications to the Applicable Competition Authorities without the Institutional Stockholder’s prior approval and Buyer shall not be deemed to be in breach of this Section. In the event that a meeting with an Applicable Competition Authority is requested or material telephone call withproposed, any Governmental Authority)Buyer shall promptly notify the Institutional Stockholder and, to the extent permitted by applicable laws and reasonably practicable, and consider subject to confidentiality, the Institutional Stockholder and its advisers shall be entitled to attend and make reasonable oral submissions at such meetings. (viii) In the event the Institutional Stockholder is required to acquire the Company’s subsidiary located in Norway pursuant to this clause, the Buyer undertakes to cooperate in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority shall be borne one-half by IP and one-half by UWWH. Notwithstanding anything to the contrary set forth above in this Section 8.8(a), none of UWWH, IP, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWH’s, IP’s or either of their respective Affiliates’ ability to own, operate or exercise rights Institutional Stockholder in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect provision by the Group of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would any transitional services and licensing arrangements that may be materially adverse to reasonably required by the business, financial condition or results of operations of UWWH, IP or any of their respective AffiliatesCompany’s subsidiaries located in Norway following Closing.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the Parties shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable best efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary exemptionsapprovals, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IPCSC, UWWH Computer Sciences GS, SRA and Spinco SRA Operating Sub agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the MergerMergers, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental AuthorityEntity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities Entities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority Entity shall be borne one-half by IP CSC and one-half by UWWHSRA. Notwithstanding anything to the contrary set forth above in this Section 8.8(a)7.6, none of UWWHSRA, IPCSC, Spinco Computer Sciences GS or any of their respective Affiliates will be required to to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the First Merger Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP SRA, CSC, Computer Sciences GS or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWHSRA’s, IPCSC’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWHSRA, IP CSC or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closing from occurring. None of SRA, CSC, Computer Sciences GS or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the Parties shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable best efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary exemptionsapprovals, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IPDelta, UWWH Ultra, Vector and Spinco Kodiak agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the Merger, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental AuthorityEntity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities Entities in connection with the Transactions contemplated hereby; provided, however, that proprietary or confidential information, as determined in the filing party’s sole discretion, may be redacted from such filings. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority Entity shall be borne one-half 85% by IP Delta and one-half 15% by UWWHVector and Kodiak. Notwithstanding anything to the contrary set forth above in this Section 8.8(a)8.9, none of UWWHVector, IPKodiak, Spinco Delta, Ultra or any of their respective Affiliates will be required to to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time Times any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP Vector, Kodiak, Delta, Ultra or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWHVector’s, IPKodiak’s, Delta’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWHVector, IP Kodiak, Delta or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closings from occurring. None of Vector, Kodiak, Delta, Ultra or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the Parties shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable best efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary exemptionsapprovals, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IPCSC, UWWH Computer Sciences GS, SRA and Spinco SRA Operating Sub agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the MergerMergers, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental AuthorityEntity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities Entities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority Entity shall be borne one-half by IP CSC and one-half by UWWHSRA. Notwithstanding anything to the contrary set forth above in this Section 8.8(a)7.6, none of UWWHSRA, IPCSC, Spinco Computer Sciences GS or any of their respective Affiliates will be required to to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the First Merger Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP SRA, CSC, Computer Sciences GS or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWH’sSRA's, IP’s CSC's or either of their respective Affiliates’ ' ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWHSRA, IP CSC or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closing from occurring. None of SRA, CSC, Computer Sciences GS or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.

Competition Approvals. Subject (i) The Parties shall, as promptly as practicable, make their respective filings and any other required or requested submissions under the HSR Act, promptly respond to any requests for additional information from the FTC or the DOJ, and cooperate in the preparation of, and coordinate, such filings, submissions and responses (including the exchange of drafts between each Party’s outside counsel) so as to reduce the length of any review periods and (ii) subject to the terms and conditions of this Agreement, each of the Parties shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a6.8(a) does not address any filings required under the Communications Act or the IRS Rulings (which is are addressed in Section 8.8(b6.8(b) and Section 6.8(d), respectively). Without limiting the generality of the foregoing, IPTWDC, UWWH Company and Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances (other than the FCC Consent) required to consummate the MergerMerger (including through compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests (other than by the FCC) for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any OrderOrder (other than the FCC Consent), that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority)another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities (other than the FCC) in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority the HSR Act shall be borne one-half by IP Spinco and one-half by UWWH. Notwithstanding anything to the contrary set forth above in this Section 8.8(a), none of UWWH, IP, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWH’s, IP’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective AffiliatesCompany.

Competition Approvals. Subject (i) The Parties shall, as promptly as practicable, make their respective filings and any other required or requested submissions under the HSR Act, promptly respond to any requests for additional information from the FTC or the DOJ, and cooperate in the preparation of, and coordinate, such filings, submissions and responses (including the exchange of drafts between each Party's outside counsel) so as to reduce the length of any review periods and (ii) subject to the terms and conditions of this Agreement, each of the Parties shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a6.8(a) does not address any filings required under the Communications Act or the IRS Rulings (which is are addressed in Section 8.8(b6.8(b) and Section 6.8(d), respectively). Without limiting the generality of the foregoing, IPTWDC, UWWH Company and Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances (other than the FCC Consent) required to consummate the MergerMerger (including through compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests (other than by the FCC) for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any OrderOrder (other than the FCC Consent), that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority)another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities (other than the FCC) in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority the HSR Act shall be borne one-half by IP Spinco and one-half by UWWH. Notwithstanding anything to the contrary set forth above in this Section 8.8(a), none of UWWH, IP, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of UWWH’s, IP’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective AffiliatesCompany.