Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

Consummation of the Transaction. (a) Each Party shall, and shall cause its respective controlled Affiliates to, (i) make or cause to be made any required filings under the HSR Act and such other filings to the extent required or requested of such Party or any of its controlled Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicablepracticable and, in the case of filings under the HSR Act, no later than ten Business Days after the Execution Date; (ii) reasonably cooperate with the other Parties Party and furnish all information in such Party’s possession that is necessary reasonably requested in connection with any such other Party’s filings; (iii) without limiting Section 5.1(b), use commercially all reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals)practicable; (iv) promptly inform the other Parties of (andParty of, at any other Party’s reasonable request, and supply to such other Party) , any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable such filings; (v) complyconsult and cooperate with the other Party in connection with, and permit the other Party a reasonable opportunity to review in advance, and consider in good faith the other Party’s comments with respect to, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and other substantive oral or written communications or submissions proposed to be made or submitted by or on behalf of any Party in connection with all meetings, advocacy, actions, discussions, and proceedings with Governmental Authorities relating to such filings; (vi) comply as promptly as is reasonably practicable and with due regard to maintaining monitoring the confidentiality of information that the Parties have agreed would be commercially harmful if to be publicly disclosed, disclosed with any requests received by such Party or any of its controlled Affiliates under the HSR Act and any other Laws for additional information, documents, submissions or other materials; (vivii) without limiting Section 5.1(b), use commercially all reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (viiviii) use commercially all reasonable efforts to contest and resist any Proceeding action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding . (b) For the avoidance of doubt, and notwithstanding anything to the contrary in this Section 6.2Agreement or the other Transaction Documents, Acquiror shall, and shall cause its Affiliates to, take any and all steps reasonably necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the Parties to close the transactions contemplated by this Agreement as promptly as is reasonably practicable and in any event prior to the Outside Date, including by entering into or offering to enter into any agreement, consent order, or other arrangement requiring the divestiture, sale, license, other disposition, hold-separate, business limitation, or limitation on conduct, operation or governance of any assets or business of Acquiror or any of its Affiliates, or the Compression Group Entities, and any similar arrangement or undertaking (collectively, a “Remedial Action”) in connection with this Agreement, the other Transaction Documents or any of the transactions contemplated hereby or thereby; provided, however, that Acquiror and its Affiliates shall not be obligated to undertake any Remedial Action that impacts business or assets that either individually or in the aggregate generated calendar year 2017 revenues exceeding $50,000,000; and provided, further, that the consummation of any Remedial Action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. (c) Subject to applicable Law relating to the exchange of information, the Contributor Parties and Acquiror shall each have the right to review in advance, and shall consult with the other in connection with, all of the information relating to the Contributor Parties or Acquiror, as the case may be, and any of their respective Affiliates, that appears in any written materials and information submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that materials provided to another Party the other party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) redacted to remove references or other information concerning the valuation of the Subject InterestsContributor Parties or Acquiror, (y) as necessary to comply with contractual arrangements (other than the case may be, and any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) of their respective Affiliates, or as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its If a Party or any of its Affiliates’ businessesAffiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to filings made with the Governmental Authority, product lines it shall give the other Party reasonable prior notice of, and an opportunity to attend and participate in, such meeting or assets or any interest thereindiscussion.

Consummation of the Transaction. (a) Each Party shall, and shall cause its respective controlled Affiliates to, (i) make or cause to be made any required filings under the HSR Act and such other filings to the extent required or requested of such Party or any of its controlled Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicablepracticable and, in the case of filings under the HSR Act, no later than ten Business Days after the date of this Agreement; (ii) reasonably cooperate with and assist the other Parties Party and furnish all information in such Party’s possession that is necessary reasonably requested in connection with any such other Party’s filings; (iii) without limiting Section 6.1(b), request early termination of any applicable waiting period under the HSR Act and use its commercially reasonable efforts to secure the expiration or termination of any applicable waiting period under the HSR Act and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals)practicable; (iv) promptly inform the other Parties of (andParty of, at any other Party’s reasonable request, and supply to such other Party) , copies of any written communication (or other correspondence, submission or memoranda) and a summary of the substance of any oral communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; provided, that no Party shall enter into any applicable filingssuch proposed understanding or agreement with any Governmental Authority without first consulting with the other Party; (v) complyconsult and cooperate with the other Party in connection with, and permit the other Party a reasonable opportunity to review in advance, and consider in good faith the other Party’s comments with respect to, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and other substantive oral or written communications or submissions proposed to be made or submitted by or on behalf of any Party in connection with all meetings, advocacy, actions, discussions, and proceedings with Governmental Authorities relating to such filings; (vi) comply as promptly as is reasonably practicable and with due regard to maintaining monitoring the confidentiality of information that the Parties have agreed would be commercially harmful if to be publicly disclosed, disclosed with any requests received by such Party or any of its controlled Affiliates under the HSR Act and any other Laws for additional information, documents, submissions or other materials; (vivii) without limiting Section 6.1(b), use its commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (viiviii) use its commercially reasonable efforts to contest and resist any Proceeding action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding . (b) For the avoidance of doubt, and notwithstanding anything to the contrary in this Section 6.2Agreement or the other Transaction Documents, the Acquiror Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts to take any and all steps reasonably necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the Parties to close the transactions contemplated by this Agreement as promptly as is reasonably practicable and in any event prior to the Outside Date, including by entering into or offering to enter into any agreement, consent order or other arrangement requiring the divestiture, sale, license, other disposition, hold-separate, business limitation, or limitation on conduct, operation or governance of any assets or businesses of any Acquiror Party or any of their Affiliates, the General Partner or any of the Partnership Entities, and any similar arrangement or undertaking (collectively, a “Remedial Action”) in connection with this Agreement, the other Transaction Documents or any of the transactions contemplated hereby or thereby; provided, however, that the Acquiror Parties and their respective Affiliates shall not be obligated to undertake any Remedial Action that impacts businesses or assets that either individually or in the aggregate generated calendar year 2017 revenues exceeding $50,000,000; and provided, further, that the consummation of any Remedial Action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. (c) Subject to applicable Law relating to the exchange of information, Seller and the Acquiror Parties shall each have the right to review in advance, and shall consult with the other in connection with, all of the information relating to Seller or the Acquiror Parties, as the case may be, and any of their respective Affiliates, that appears in any written materials and information submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that materials provided to another Party the other party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) redacted to remove references or other information concerning the valuation of the Subject InterestsSeller or the Acquiror Parties, (y) as necessary to comply with contractual arrangements (other than the case may be, and any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) of their respective Affiliates, or as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its If a Party or any of its Affiliates’ businessesAffiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to filings made with the Governmental Authority, product lines it shall give the other Party reasonable prior notice of, and an opportunity to attend and participate in, such meeting or assets or any interest thereindiscussion. For purposes of this Section 6.1, the General Partner and the Partnership Entities shall be considered controlled Affiliates of each of ETE, ETP LLC and Seller.

Consummation of the Transaction. (a) Each Party shall, and shall cause its respective controlled Affiliates to, (i) as promptly as is reasonably practicable, diligently and in good faith, use all commercially reasonable efforts to cause the closing conditions in this Agreement to be satisfied prior to the Outside Date and (ii) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party in connection with the foregoing. (b) Without limiting the generality of the foregoing, each Party shall, and shall cause its respective controlled Affiliates to, (i) make or cause to be made any filings to under the extent HSR Act and such other filings required or requested of such Party or any of its controlled Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicablepracticable and, in the case of filings under the HSR Act, no later than five (5) Business Days after the date hereof; (ii) reasonably cooperate with the other Parties Party and furnish all information in such Party’s possession that is necessary in connection with any such other Party’s filings; (iii) without limiting Section 6.01(c), use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvalsexpiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement); (iv) promptly inform the other Parties Party of (and, at any the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable such filings; (v) 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 Governmental Authorities relating to such filings; (vi) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that the Parties have agreed would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its controlled Affiliates under the HSR Act and any other Laws for additional information, documents, submissions or other materials; (vivii) without limiting Section 6.01(c), use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (viiviii) use commercially reasonable efforts to contest and resist any Proceeding action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding . (c) For the avoidance of doubt, and notwithstanding anything to the contrary in this Section 6.2Agreement or the other Transaction Documents, materials the Buyer shall, and information provided shall cause its Affiliates to, take any and all steps necessary to another Party avoid or its outside counsel eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be redactedasserted by any Governmental Authority or any other party so as to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable and in any event prior to the Outside Date, including by entering into or offering to enter into any agreement or consent order requiring divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer or any of its respective Affiliates or any member of the Acquired Companies, or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby, except as would result in an aggregate economic effect that would have, or would reasonably be likely to have, a material adverse effect on the business or operations of the Buyer and its Subsidiaries, including the Acquired Companies, taken as a whole after the Closing Date (assuming, solely for this purpose, the Buyer and its Subsidiaries, including the Acquired Companies, taken as a whole, are the size of the Acquired Companies, taken as a whole) and, if the Buyer exercises its rights pursuant to the last sentence of this Section 6.01(c), then the Buyer shall, in any event and notwithstanding such exercise, take all such actions as are necessary in a timely manner to achieve the clearance or approval of the Governmental Authority or other party prior to the Outside Date. The Buyer shall have the right, but not the obligation, to oppose, through litigation or otherwise, any request, attempt or demand by any Governmental Authority or any other party for any divestiture, hold-separate, business limitation, limitation on conduct or governance of the Buyer or any of its respective Affiliates or any member of the Acquired Companies, or similar arrangement or undertaking in connection with this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby, provided, that the Buyer shall, in any event and notwithstanding such exercise, take all such actions as are necessary in a timely manner to achieve the clearance or approval of the Governmental Authority or other party prior to the Outside Date. (d) Subject to applicable Law relating to the exchange of information, the Sellers and the Buyer shall each have the right to review in advance, and to the extent reasonably necessary withheld entirelypracticable each shall consult with the other in connection with, (x) to remove references or other information concerning the valuation all of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything information relating to the contrary in this AgreementSellers or the Buyer, no Acquiroras the case may be, nor any of the Equity Investors, nor and any of their respective Affiliates Subsidiaries, that appears in any filing made with, or Subsidiaries (including, for the avoidance of doubtwritten materials submitted to, any direct or indirect portfolio companies of investment funds advised or managed third party and/or any Governmental Authority in connection with the transactions contemplated by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its this Agreement. If a Party or any of its Affiliates’ businessesAffiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, product lines it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or assets or any interest thereindiscussion. For purposes of this Section 6.01, the Acquired Companies shall be considered controlled Affiliates of each of the Buyer and the Sellers.

Consummation of the Transaction. Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any required filings under the HSR Act and such other filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable, and in the case of filings under the HSR Act, no later than ten days after the date hereof; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) request early termination of any applicable waiting period under the HSR Act and use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period period, under the HSR Act or otherwise, and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to AcquirorsAcquiror, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvalsexpiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to If required by the contrary in this Agreementrelevant antitrust authority, no Acquiror, nor any of the Equity Investors, nor any of their respective Acquiror and its Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its any of Acquiror’s Affiliates) will be required undertake any and all actions necessary to sellobtain approval by such authority for the Agreement up to, licenseif required, divest selling, licensing, divesting of, hold holding separate or dispose disposing of its all or any a portion of its Affiliatesthe SRLP Entities’ businesses, product lines or assets or any interest thereintherein contemporaneously with or after the Closing.

Consummation of the Transaction. (a) Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required (or requested necessary to obtain the Specified Regulatory Approvals) of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicablepracticable (and with respect to notification and report forms pursuant to the HSR Act, within the timeline set out in Section 6.2(b)); (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable best efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by of any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals)practicable; (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) complymake an appropriate response, as promptly as is reasonably practicable and with due regard practicable, to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws Law for additional information, documents, submissions or other materials; (vi) use commercially reasonable best efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable best efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything . (b) The Parties shall file, or cause to be filed, all notification and report forms under the HSR Act necessary to obtain the Specified Regulatory Approvals no later than ten Business Days following the date of this Agreement; provided, however, that, if there are any material changes in effect in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the contrary HSR Act, Sellers and Acquiror shall use reasonable best efforts to file, or cause to be filed, any and all notification and report forms under the HSR Act necessary to obtain the Specified Regulatory Approvals as promptly as commercially practicable. Each Party shall cooperate with the other Parties and shall furnish such necessary information and reasonable assistance as the other may reasonably request in this Section 6.2connection with its preparation of any filings under the HSR Act. Each Party shall, materials and shall cause its Affiliates to, use its reasonable best efforts to ensure the prompt expiration or termination of any applicable waiting period under the HSR Act and bring about the Closing as promptly as reasonably practicable (and in any event before the Outside Date). Acquiror shall be responsible for the payment of all filing fees pursuant to the HSR Act in connection with the transactions contemplated by the Transaction Documents. (c) Each Party shall: (i) promptly inform the other Parties of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication from a Governmental Authority to such Party or its Affiliates and permit the others to review and discuss in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed written communication to an Antitrust Authority or other Governmental Authority, (ii) keep the other Parties informed of any developments, meetings or discussions with any Governmental Authority in respect of any filings, investigation, or inquiry concerning the transactions contemplated by the Transaction Documents and (iii) not independently participate in any substantive in-person, telephone or video meeting or substantive discussions with a Governmental Authority in respect of any filings, investigation or inquiry concerning the transactions contemplated by the Transaction Documents without giving the other Parties prior notice of such meeting or discussions and, unless prohibited by such Governmental Authority, the opportunity to attend or participate thereat. However, (A) each of Acquiror and Sellers may designate any non-public information provided to another a Governmental Authority as restricted to “Outside Antitrust Counsel Only” and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other Parties hereto without approval of the Party or its outside counsel providing the non-public information, and (B) materials may be redacted, or to the extent reasonably necessary withheld entirely, redacted (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) In furtherance and not in limitation of the foregoing, Acquiror shall, and shall cause its Affiliates to, use its reasonable best efforts to resolve such objections, if any, that a Governmental Authority may assert under Antitrust Laws with respect to the transactions contemplated by the Transaction Documents so as to enable Closing to occur as promptly as practicable, and in any event prior to the Outside Date. Notwithstanding anything to the contrary contained in this Agreement, no Acquiror, nor any and without limiting the generality of the Equity Investorsforegoing, nor Acquiror shall, and shall cause its Affiliates to, take any of their respective Affiliates and all steps reasonably necessary to eliminate each and every impediment under any Antitrust Law that is asserted by any Governmental Authority or Subsidiaries (any other Person so as to enable Closing to occur as promptly as practicable, and in any event prior to the Outside Date, including, for but not limited to, offering, proposing, negotiating, agreeing to, committing to and effecting, by consent decree, hold separate order or otherwise, (i) the avoidance of doubtsale, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to selldivestiture, license, divest oftransfer or other disposition of any businesses, hold separate assets or dispose interests of its ELK, (ii) the creation, termination, amendment, modification or divestment of any contracts, agreements, commercial arrangements, relationships, ventures, rights or obligations of ELK, (iii) any restrictions, impairments, agreements or actions that would limit Acquiror’s or any of its Affiliates’ freedom of action with respect to, or their ability to own, manage, operate, conduct and retain, any businesses, product lines assets or interests of ELK; and (iv) any other remedy, commitment or condition of any kind with respect to ELK (any of the actions described in the foregoing clauses (i) through (iv), a “Remedy Action”); provided, however, that (x) any Remedy Action shall be conditioned on the Closing, (y) in no event shall any Remedy Action involve any businesses, assets or interests of Sellers or their Affiliates other than ELK and its Subsidiaries, and (z) notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 6.2 shall require Acquiror or any of its Affiliates to offer, propose, negotiate, commit to, agree to, effect or take any Remedy Action that would, or would reasonably be expected to, either individually or in the aggregate, be material to the financial condition, business, assets, or results of operations of Acquiror and its subsidiaries, taken as a whole, or ELK and its Subsidiaries, taken as a whole; provided, however, that for this purpose, Acquiror and its Subsidiaries, taken as a whole, shall be deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of ELK and its Subsidiaries, taken as a whole, as of the date of this Agreement. Sellers shall not propose, take, or agree to take any Remedy Action without the prior written consent of Acquiror, and shall agree to take any Remedy Action if directed to do so by Acquiror, so long as the effectiveness of such Remedy Action is conditioned upon the Closing. Each Party shall, and shall cause its Affiliates to, vigorously contest, resist, defend, litigate on the merits and appeal, including through the issuance of a final, non-appealable Order or other Law, any Proceeding challenging or seeking to delay, restrain or prohibit the consummation of any of the transactions contemplated by the Transaction Documents. Acquiror shall, upon reasonable consultation with ▇▇▇▇▇▇▇ and in consideration of Sellers’ views in good faith, and, subject to the third sentence of Section 6.2(b), determine the strategy to be pursued in seeking to remove impediments to the Closing related to Antitrust Laws and direct any related Proceedings with any Antitrust Authority, subject to reasonable consultation in good faith with Sellers. (e) Acquiror shall not, and shall not permit its Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any business or assets (except as listed on Schedule 6.2(e)), if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) impose any interest thereinmaterial delay in the obtaining of any waivers, clearances, expirations or terminations of waiting periods, consents or approvals from Governmental Authorities necessary, proper or advisable to consummate any of the transactions contemplated by the Transaction Documents or (ii) materially delay or otherwise prevent the consummation of any of the transactions contemplated by the Transaction Documents. (f) The Parties agree to comply with the obligations set forth on Schedule 6.2(f).

Consummation of the Transaction. (a) Each Party shall, of the Seller and Purchaser shall cause its respective Affiliates to, (i) make or cause take all reasonable action necessary to be made any filings to consummate the extent required or requested of such Party or any of its Affiliates under any applicable Laws or transactions contemplated by any Governmental Authority with competent jurisdiction with respect to this Agreement (including not only the sale and purchase of the other Transaction Documents as promptly as is reasonably practicable; Purchased Assets but also Seller's continued exclusive use after the Closing of the "KQQK" call letters) and will use all necessary and reasonable means at its disposal to obtain (ii) reasonably and cooperate with the other Parties party in obtaining) all necessary approvals of governmental authorities and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts Third Party Consents required to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect enable it to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to consummate the transactions contemplated by this Agreement) . Except as otherwise provided herein, each of the Seller and Purchaser acknowledges and agrees that would present a material risk of delaying it shall pay all costs, fees and expenses incurred by it in obtaining such necessary consents and approvals. Each party shall make all filings, applications, statements and reports to all governmental agencies or making it more difficult entities which are required to secure such Required Approvals); (iv) promptly inform be made prior to the other Parties of (andClosing Date by or on its behalf pursuant to any statute, at any other Party’s reasonable request, supply to such other Party) any communication (rule or other correspondence, submission or memoranda) from or toregulation in connection with the transactions contemplated by this Agreement, and any proposed understanding copies of all such filings, applications, statements and reports shall be provided to the other. (b) If the FCC determines that the transactions contemplated hereby or agreement witha portion thereof are inconsistent or violative of FCC rules or regulations, any Governmental Authority or if the DOJ fails to grant the required approvals under the HSR Act, the parties agree that they will negotiate in respect of any applicable filings; (v) complygood faith to amend, modify or restructure the transactions contemplated hereby so as promptly as is reasonably practicable to be consistent with FCC rules and with due regard regulations and/or the conditions imposed by the DOJ. Notwithstanding the foregoing, neither party shall be required to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or divest any of its Affiliates under other radio stations or agree to any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and material limitation on the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative operation of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or radio stations as a condition of obtaining any interest thereinrequired governmental approval.

Consummation of the Transaction. Each Party shall(a) Subject to the terms and conditions of this Agreement, the Acquirer Parties and Contributor shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) its respective Affiliates to, commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date) and to consummate and make effective the Midstream Contribution, including preparing and filing all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Midstream Contribution, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Midstream Contribution and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. (b) In furtherance and not in limitation of the foregoing, each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Midstream Contribution as promptly as practicable and in any event within 20 Business Days after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 5.1 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date). Acquirer shall pay any filing fees for the filings made pursuant to the HSR Act. (c) Each of the Parties hereto shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Midstream Contribution, including any proceeding initiated by a private Person, (ii) promptly inform the other party of (and supply to the other party) copies of (or, in the case of oral communications, advise the other party orally of) any communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and any communication received or given in connection with any proceeding by a private Person, in each case regarding the Midstream Contribution, (iii) permit the other party to review in advance and incorporate the other Party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the other party in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the Governmental Authority, give the other party a reasonable opportunity to attend and participate in such meetings and teleconferences. Subject to Section 5.5, the Parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.1 in a manner so as to preserve the applicable privilege. (d) The Acquirer Parties each agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any filings and all undertakings necessary to the extent required or requested of resolve such Party or any of its Affiliates objections, if any, that a Governmental Authority may assert under any applicable Laws or by any Governmental Authority with competent jurisdiction Antitrust Law with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or tohereby, and any proposed understanding to avoid or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable eliminate each and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates every impediment under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as Antitrust Law that may be asserted by any Governmental Authority with respect to the Midstream Contribution, in each case, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date, including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Acquirer (or any of its Subsidiaries) or the Midstream Entities or any equity interest in any joint venture held by Acquirer (or any of its Subsidiaries) or the Midstream Entities, (y) creating, terminating or divesting relationships, ventures, contractual rights or obligations of the Acquirer (or any of its Subsidiaries) or the Midstream Entities and (z) otherwise taking or committing to take any action that would limit Acquirer’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Acquirer (including any of its Subsidiaries) or the Midstream Entities or any equity interest in any joint venture held by Acquirer (or any of its Subsidiaries) or the Midstream Entities, in each case as may be required in order to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the transactions contemplated hereby under any Antitrust Law, or, in the alternative, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Midstream Contribution or delay the Closing beyond the Outside Date. To assist the Acquirer Parties in complying with its obligations set forth in this Section 5.1, Contributor shall, and shall cause the Midstream Entities to, enter into one or more agreements requested by Acquirer to be entered into by any of them prior to the Closing with respect to any transaction to divest, hold separate or otherwise take any action that limits the Midstream Entities’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of the Midstream Entities or any equity interest in any joint venture held by the Midstream Entities (each, a “Divestiture Action”); provided, however, that (i) the consummation of the transactions provided for in any such agreement for a Divestiture Action (a “Divestiture Agreement”) shall be conditioned upon the Closing or satisfaction of all of the conditions to the Closing in a case where the Closing will occur immediately following such Divestiture Action (and where Acquirer has irrevocably committed to effect the Closing immediately following such Divestiture Action) and (ii) the Acquirer Parties shall indemnify for and hold Contributor and the Midstream Entities harmless from all costs, expenses and liabilities incurred by Contributor or any Midstream Entity arising from or relating to such Divestiture Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall the Acquirer Parties be required to take any Divestiture Action that requires the divestiture of any assets of Acquirer, its Affiliates or related to the Midstream Business that either individually or in the aggregate exceed $100,000,000. (e) In furtherance and not in limitation of the other Transaction Documents; covenants of the Parties contained in this Section 5.1, if any administrative or judicial action or proceeding, including any proceeding by a private Person, is instituted (or threatened to be instituted) challenging the Midstream Contribution as violative of any Antitrust Law, (i) each of Acquirer and (vii) Contributor shall use commercially reasonable efforts to contest and resist any Proceeding instituted such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Midstream Contribution, and (or threatened in writing to be institutedii) by any Governmental Authority challenging this Agreement Acquirer shall indemnify for and hold Contributor and the other Transaction Documents as violative of Midstream Entities harmless from all costs, expenses and liabilities incurred by Contributor or any Law. Notwithstanding anything Midstream Entity arising from or relating to the contrary in this Section 6.2contesting and resisting such proceeding or seeking to vacate, materials and information provided to another Party lift, reverse or its outside counsel may be redactedoverturn any such decree, or to the extent reasonably necessary withheld entirelyjudgment, (x) to remove references injunction or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest thereinorder.

Consummation of the Transaction. (a) Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any required filings under the HSR Act and such other filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicablepracticable and, in the case of filings under the HSR Act, no later than ten Business Days after the date hereof; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) without limiting Section 7.2(b), request early termination of any applicable waiting period under the HSR Act and use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period period, under the HSR Act or otherwise, and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvalsexpiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents, submissions or other materials; (vi) without limiting Section 7.2(b), use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.27.2(a), materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.27.2(a)) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (b) To the extent necessary to obtain the waiver or consent from any Governmental Authority required to satisfy the condition set forth in Section 8.1(b), or to avoid the entry of or have lifted, vacated or terminated any Law enacted, entered, promulgated, enforced or issued by any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement, each Acquiror shall take the following actions: (i) propose, negotiate, offer to commit and effect (and, if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, and in connection with the consummation of the transactions contemplated by this Agreement, the sale, divestiture or disposition of any assets or businesses of the Subject Entities; (ii) terminate (or agree to terminate) any existing relationships and contractual rights and obligations of the Subject Entities; (iii) otherwise offer to take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its freedom of action with respect to any of the assets or business of the Subject Entities, or its ability to retain any of the assets or businesses of the Subject Entities (collectively, “Remedial Action”). Sellers agree to cooperate with Acquirors to facilitate any Remedial Action that Acquirors deem necessary, including consenting to the sale, divestiture or disposition of any assets or businesses of the Subject Entities, provided that any such sale, divestiture or disposition is conditioned on the consummation of the transactions contemplated by this Agreement. If Acquirors exercise their rights pursuant to the following sentence, then Acquirors shall, in any event and notwithstanding such exercise, take all such actions as are necessary in a timely manner to achieve the clearance or approval of the Governmental Authority or other party prior to the Outside Date. Acquirors shall have the right, but not the obligation, to oppose, through litigation or otherwise, any request, attempt or demand by any Governmental Authority or any other party for any Remedial Action or similar arrangement or undertaking in connection with this Agreement or the other Transaction Documents or any of the transactions contemplated hereby or thereby; provided, however, that Acquirors shall, in any event and notwithstanding such exercise, take the actions specified in this Section 7.2(b) in a timely manner to achieve the clearance or approval of the Governmental Authority or other party prior to the Outside Date. Notwithstanding anything to the contrary in this Agreementherein, no Acquiror, nor any of the Equity Investors, neither Acquirors nor any of their respective Affiliates or Subsidiaries (including, including for the avoidance of doubt, doubt any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor GIM or its Affiliates) will be required to selltake any Remedial Action involving assets, licenseproperties, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets services of Acquirors or any interest thereinof their respective Affiliates or Subsidiaries (other than, for the avoidance of doubt, the Subject Entities) in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. (c) Acquirors and their counsel shall have the right to lead all matters with any Governmental Authority (including devising the strategy for obtaining any necessary antitrust or competition clearances and other approvals of Governmental Authorities) consistent with their obligations hereunder; provided, however, that (i) Acquirors shall promptly and fully inform Sellers about material conferences and meetings with Governmental Authorities concerning the transactions contemplated hereby and afford Sellers the right to attend and participate (to the extent permitted by the relevant Governmental Authority) and (ii) subject to applicable Laws relating to the exchange of information, each of Acquirors and Sellers shall have the right to review in advance, and to the extent practicable each such Party will consult the others on and will take into account the reasonable inputs, comments and recommendations of the other Parties on any filing made with, written materials submitted to, or oral presentations made to, any Governmental Authority or other third party in connection with any governmental inquiry, investigation or proceeding with respect to the transactions contemplated hereby.

Consummation of the Transaction. Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement The Buyer and the other Transaction Documents Sponsor Sellers shall as promptly as is reasonably practicable; , diligently and in good faith use all commercially reasonable efforts (iia) reasonably to cause the closing conditions in this Agreement to be satisfied, (b) obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the MLP Transactions, (c) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MLP Transactions, (d) obtain all necessary consents, approvals or waivers from third parties, and (e) coordinate and cooperate with the other Parties Party in providing such information and furnish all information in supplying such Party’s possession that is necessary assistance as may be reasonably requested by such other Party in connection with any other Party’s filings; (iii) the foregoing. Without limiting the generality of the foregoing, the Buyer and the Sponsor Sellers shall use commercially reasonable efforts promptly to secure obtain all authorizations, consents, Orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary or advisable for its performance of its obligations under this Agreement and shall cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, Orders and approvals, give such notices, and make such filings. Notwithstanding anything to the expiration or termination of contrary contained in this Agreement, the Buyer shall use its commercially reasonable efforts in good faith to (x) cause the closing conditions set forth in Section 7.02(d) and 7.02(e) to be satisfied (provided that the Buyer shall not be required to pay any applicable waiting period fee to extend any lender financing commitment beyond December 31, 2014 in connection therewith) and clearance or approval by (y) provide the Sponsor Sellers with timely updates (and in any relevant Governmental Authority event, no less than weekly) with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant its progress in satisfying such conditions. Notwithstanding anything to the transactions contemplated by contrary contained in this Agreement) that would present a material risk of delaying , including this Section 6.01 and Section 6.02, in no event shall any Party be required hereunder to, or making it more difficult to secure such Required Approvals); (iv) promptly inform the cause or use commercially reasonable or other Parties of (and, at efforts to cause any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or Person to, and waive or amend any proposed understanding rights under or agreement withprovisions of this Agreement, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party Contribution Agreement or any of its Affiliates under any Laws for additional informationrelated Contracts; provided, documentshowever, submissions or other materials; (vi) that each Non-Sponsor Seller shall in good faith use all commercially reasonable efforts to respond cause the closing conditions in this Agreement to and resolve be satisfied to the extent that such conditions specifically involve or relate to the actions of such Non-Sponsor Seller. If the Buyer or the Sponsor Sellers or any objections as may be asserted by of their respective Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to this Agreement and such filings, it shall give the other Transaction Documents; and (vii) use commercially Parties reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest prior notice of, hold separate and an opportunity to participate in, such meeting or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest thereindiscussion.