Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. (a) Subject to the terms and conditions herein provided, Seller and Buyer shall use all reasonable efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Filings; Other Action. (a) Subject Each of the Company and the Parent Parties shall: (i) promptly (and in no event later than the date that is ten (10) Business Days after the date hereof) make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the terms Exchange Act and conditions herein provided, Seller and Buyer shall other applicable Law with respect to the Mergers; (ii) use all commercially reasonable efforts to take, or obtain all consents and approvals required from third parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, all action and do, or cause to be doneon a timely basis, all things necessary, proper other actions necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out for the purpose of this Agreement, consummating and effectuating the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfiedTransactions; provided, however, that in no event shall the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter Company be required to pay, prior to the date Effective Time, any fee, penalty or other consideration to any Person for any consent or approval required for the consummation of this Agreement any of the Transactions. (b) Without limiting the generality of anything contained in Section 6.3(a), subject to applicable Law, each party hereto shall: (i) give the other parties prompt written notice of the making or otherwise limit commencement of any request, inquiry, investigation, action or affect the remedies available hereunder Legal Proceeding by or before any Governmental Entity with respect to the Mergers or any of the other Transactions; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of (and provide copies of) any communication to or from any Governmental Entity regarding the Mergers and keep the other parties reasonably informed regarding any substantive communications to or from a third party receiving regarding the Mergers. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such noticerequest, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) In the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Mergers or any of the other Transactions and such litigation, action or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the Mergers or the other Transactions, the Parent Parties and the Company shall use reasonable best efforts to resolve any such litigation, action or Legal Proceeding and each of the Company and the Parent Parties shall cooperate with each other and use its respective best efforts to contest any such litigation, 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 Mergers or the other Transactions.

Filings; Other Action. (a) Subject Each of the Company, Parent and Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the terms Exchange Act and conditions herein provided, Seller other applicable Legal Requirements with respect to the Transactions; and Buyer shall (ii) use all its reasonable best efforts to take, or cause to be taken, all action and do, or cause to be doneon a timely basis, all things necessary, proper other actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement. IfWithout limiting the generality of the foregoing, at each of the Company, Parent and Merger Sub shall promptly provide all information requested by any time after Governmental Entity in connection with the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary actionTransactions. (b) Without limiting the generality of anything contained in Section 5.06(a) or Section 5.06(c), each party hereto shall: (i) Seller and Buyer shall give the other parties prompt notice of the making or commencement of any notices request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. Transactions; (ii) In keep the event that either party shall fail other parties informed as to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take the status of any such actions reasonably requested by request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Transactions. Each party heretohereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to minimize be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any adverse effect upon Seller and GBGC and Buyerdocument, their respective Subsidiariesopinion or proposal made or submitted to any Governmental Entity in connection with such request, and their respective businesses resultinginquiry, investigation, action or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consentLegal Proceeding. (c) From In furtherance and after not in limitation of the date covenants of the parties contained in this Agreement until the Closing DateSection 5.06, each party of the parties hereto shall promptly notify use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the others of Transactions. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to (i) avoid the occurrenceentry of, or non-occurrenceto have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the consummation of the Transactions on or before the Outside Date, including by defending through litigation on the merits any event the occurrenceclaim asserted in any court by any Person, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the failure Transactions so as to enable the consummation of Seller or Buyer, the Transactions to occur as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result soon as reasonably possible (and in any condition event no later than the Outside Date); except that Parent need do no such thing that would prevent it from achieving in substantial measure all of the benefits it intended to achieve via the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeTransactions.

Filings; Other Action. (a) Subject The Parties shall comply with the Laws that are applicable to any of the terms Contemplated Transactions and conditions herein providedpursuant to which government notification or approval of the Contemplated Transactions is necessary. The Parties shall cooperate with each other and use all commercially reasonable efforts to provide information required for this purpose and to promptly file with the appropriate Governmental Authorities all notifications, Seller and Buyer applications seeking all approvals, required to consummate the Contemplated Transactions. The Parties shall use all commercially reasonable efforts to takeresolve any objections, if any, as may be asserted by any Governmental Entity with respect to the Contemplated Transactions. In connection with the foregoing, each Party shall promptly provide the other Parties with copies of all correspondence, filings, or cause communications (or memoranda setting forth the substance thereof) between such Party or any of its representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to be takenall filings and submissions required hereunder. (b) Without limiting the generality or effect of Section 5.3(a), (i) the Parties shall, as soon as practicable, file any required notifications or applications, if any, with the FCC, DoD, DHS, FBI and DoJ and (ii) the Parties shall use all action and docommercially reasonable efforts to respond as promptly as practicable to all inquiries received from any such Governmental Entity for additional information or documentation. Each of the Parties hereto agrees that, or cause to be done, all things necessary, proper or appropriate to consummate and make effective the transactions except as otherwise expressly contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer it shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall not take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could action that would reasonably be expected to result after materially adversely affect or materially delay the Closing Date, from Interest Acquisition or the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, ability of any event of the occurrence, or non-occurrence, Parties hereto to satisfy any of which would be likely to cause any condition the conditions to the obligations of any party Interest Acquisition or to effect consummate the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeContemplated Transactions.

Filings; Other Action. (a) Each of the Company, Parent and Merger Sub shall as promptly as reasonably practicable upon such dates as are mutually agreed by the Parties, but in no event later than as required by Law, make and effect all registrations, filings and submissions required under applicable Antitrust Laws and Foreign Investment Laws and as reasonably determined by the Parties to be necessary or appropriate pursuant to other Laws with respect to the Offer, the Merger and other Transactions. Without limiting the foregoing, unless otherwise agreed by the Parties, the Company, Parent and Merger Sub shall make any filings required pursuant to the HSR Act no later than the date that is ten (10) Business Days after the date hereof. (b) Subject to the terms and conditions herein of this Agreement, the Parties will use their respective reasonable best efforts to consummate and make effective the Transactions and cause the conditions to the Offer and the Merger set forth in Annex I and Article 7, respectively, to be satisfied, including using reasonable best efforts to: (i) obtain all necessary Consents, clearances and approvals from Third Parties (including Governmental Entities) required in connection with the Transactions (including, as appropriate, obtaining and securing the expiration or termination of any applicable waiting periods under the HSR Act or other applicable Antitrust Laws required in connection with the Transactions); (ii) make all necessary registrations and filings (including filings with Governmental Entities, if any), including under the Exchange Act, and take all reasonable steps as may be necessary to obtain an approval from, or avoid a Legal Proceeding by, any Third Parties necessary in connection with the consummation of the Transactions; (iii) promptly provide any additional information to any Governmental Entity as such Governmental Entity shall reasonably request in connection with the Offer, the Merger or any of the other Transactions; and (iv) execute and deliver any additional instruments reasonably necessary to consummate the Transactions in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement; provided, Seller however, that in no event shall the Company or any of its respective Affiliates be required to grant or offer to grant any accommodation or concession (financial or otherwise), or pay any fee, penalty or other consideration to any Person in connection with seeking or obtaining any Consent or approval to or in respect of any of the Transactions unless doing so is contingent upon the Closing. (c) Without limiting the generality of the foregoing, Parent and Buyer Merger Sub shall use all reasonable efforts to promptly take, or cause to be taken, all action actions and dosteps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or other Antitrust Laws or Foreign Investment Laws, and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity under any Antitrust Laws or Foreign Investment Laws, including resolving such objections, if any, that any Governmental Entity may assert in connection with the Transactions and to avoid or eliminate any impediment under any Antitrust Laws or Foreign Investment Laws that may be asserted by any Governmental Entity in connection with the Transactions, in each case so as to enable the Closing to occur as promptly as practicable and in any event prior to the End Date, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition, contemporaneously with or subsequent to the Effective Time, of any asset or business of Parent, its Subsidiaries, the Company or other Acquired Companies; (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or cause waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent, Merger Sub or the Company, or their respective Subsidiaries or Joint Ventures; or (iii) any other behavioral undertakings and commitments whatsoever, including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements of Parent, Merger Sub or Company or their respective Subsidiaries or Joint Ventures, in each case as may be donerequired to obtain the termination or expiration of any applicable waiting period under any Law, all things necessaryto obtain any required Consent or other approval from any Governmental Entity under any Law as promptly as practicable and prior to the End Date and avoid the commencement of such Legal Proceeding and the entry of any Order without a Legal Proceeding, proper to prevent the entry of, or appropriate to consummate and make effective have vacated, lifted, reversed or otherwise overturned, any applicable injunction, judgment or other Order issued under any Law that would prohibit the transactions contemplated by this Agreement. If, at any time after Transactions or delay or prevent the Closing prior to the End Date, any further reasonable action is necessary or desirable and to carry out the purpose extent practicable, avoid the commencement of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary actionLegal Proceeding. (id) Seller and Buyer To assist Parent in complying with its obligations set forth in Section 6.3(c), the Acquired Companies shall give enter into one or more agreements requested by Parent to be entered into by any notices of them prior to third partiesthe Closing with respect to any transaction to divest, and use all reasonable efforts to obtain any third party consents, necessary, proper hold separate or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall otherwise take any such actions reasonably requested action contemplated by Section 6.3(c) with respect to the other party heretoAcquired Companies, to minimize any adverse effect upon Seller and GBGC and Buyerincluding agreements that limit the Acquired Companies’ freedom of action, their respective Subsidiaries, and their respective businesses resultingownership or control with respect to, or which could reasonably be expected their ability to result after the Closing Dateretain or hold, from the failure to obtain such consent. directly or indirectly, any of their businesses, assets, equity interests, product lines or properties (c) From and after the date of this Agreement until the Closing Dateeach, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfieda “Divestiture Action”); provided, however, that the delivery consummation of the transactions provided for in any such agreement for a Divestiture Action shall not require any payment by any Acquired Companies and shall be conditioned upon the Closing or satisfaction of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action (and where Parent has irrevocably committed to effect the Closing immediately following such Divestiture Action). The Company shall not, and shall cause all of the other Acquired Companies not to, agree or commit to or undertake any Divestiture Action without the consent or request of Parent. (e) In connection with and without limiting the generality of anything contained in Section 6.3(a), subject to applicable Law, each Party shall furnish to counsel for the other Parties such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any investigation or other inquiry from a Governmental Entity or in connection with any Legal Proceeding initiated by a private party, in each case, under any applicable Antitrust Laws or Foreign Investment Laws, including (i) giving the other Parties prompt written notice pursuant hereto shall not cure any breach of the making or commencement of any representation request, inquiry, investigation, action or warranty requiring disclosure Legal Proceeding with respect to the Offer, the Merger or any of the other Transactions; (ii) keeping the other Parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly informing the other Parties of any material communication to or from any Governmental Entity regarding the Offer, the Merger or any of the other Transactions; provided, that Parent and the Company shall have no obligation to share personal identifier information and may redact or restrict communications containing confidential business information to outside counsel only consistent with customary practice. Each Party will consult and cooperate with the other Parties and will provide the other Parties with a reasonable advance opportunity to review and comment upon and will consider in good faith the views of the other Parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Entity or Third Party in connection with any such request, inquiry, investigation, action or Legal Proceeding, and shall provide copies to counsel for all Parties of such matter prior submissions subject to any redactions for privilege or confidentiality as are reasonably necessary. No Party shall enter into an agreement with any Governmental Entity extending the time for review of the Transactions or agreeing not to consummate the Transactions without the express written consent of all Parties. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each Party will give reasonable advance notice to and permit authorized Representatives of the other Parties to be present at each substantive meeting or conference (whether in person or telephonic) relating to such request, inquiry, investigation, action or Legal Proceeding and to permit the other Parties’ counsel to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (f) In the event that any investigation or Legal Proceeding is commenced pursuant to any Antitrust Laws or Foreign Investment Laws challenging the Offer, the Merger or any of the other Transactions and such investigation or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the Offer, the Merger or the other Transactions, Parent and Merger Sub shall take any and all action to resolve any such litigation, action or Legal Proceeding, and each of the Company, Parent and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, 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 Offer, the Merger or the other Transactions. (g) Neither Parent nor Merger Sub shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to materially increase the risk of not obtaining any applicable clearance, consent, approval or waiver under any Antitrust Laws or Foreign Investment Laws with respect to the date of this Agreement Offer, the Merger or otherwise limit or affect the remedies available hereunder other Transactions. (h) The Parties will consult with each other with respect to obtaining all permits and Consents necessary to consummate the party receiving such noticeTransactions.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, Seller each appropriate Party shall (i) promptly, and Buyer shall in any event not later than fifteen (15) business days after the date hereof, make or cause to be made their respective filings and thereafter promptly make any other required submissions under the HSR Act, (ii) use reasonable efforts to cooperate with one another in (A) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, and (iii) use reasonable efforts to take, or cause to be taken, all action other such actions and do, or cause to be done, all other things as the Parties may agree are necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreementhereby. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others Each of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale Buyer and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure Companies will provide to the other copies of Seller all correspondence between it (or Buyer, as the case may be, to comply its advisors) and any Governmental Entities with or satisfy regulatory jurisdiction over enforcement of any covenant, condition or agreement to be complied with or satisfied by it pursuant applicable antitrust laws ("Government Antitrust Entity") relating to this Agreement which would be likely to result or any of the matters described in any condition to the obligations of any party to effect the Sale this Section 5.3 and will consult with the other Parties with respect to any communications by it or its advisors with any Government Antitrust Entity regarding the transactions contemplated by hereby or any of the matters described in this Agreement not Section 5.3. Notwithstanding any of the foregoing, no failure to obtain termination of the waiting period under the HSR Act shall be deemed to be satisfied; provideda breach hereunder by the Companies, however, that the delivery of any notice pursuant hereto shall not cure any breach of any representation Sellers or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeBuyer.

Filings; Other Action. (a) Subject Each of Holdings, the Company, Parent and Acquisition Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the terms HSR Act, the Exchange Act and conditions herein provided, Seller other applicable Legal Requirements with respect to the Merger; and Buyer shall (ii) use all reasonable efforts to take, or cause to be taken, all action and do, or cause to be doneon a timely basis, all things necessaryother actions and to execute and deliver such further documents, proper certificates and instruments necessary or appropriate to consummate and make effective or as may reasonably be requested by Parent or Holdings for the purpose of consummating, evidencing, reflecting and/or effectuating the transactions contemplated by this Agreement. Ifby, at any time after the Closing Date, any further reasonable action is necessary or desirable and to carry out the purpose of intent and purposes of, this Agreement. Without limiting the generality of the foregoing, each of the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices parties agrees to third parties, and use all its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (iiA) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use promptly provide all reasonable efforts, and shall take any such actions reasonably information requested by any Governmental Entity in connection with the other party hereto, to minimize Merger or any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not Agreement, (B) promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any antitrust clearance or similar clearance required to be satisfiedobtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or (ii) any other Governmental Entity in connection with the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by it pursuant to this Agreement which would be likely to result and (C) seek early termination of the waiting period required under the HSR Act. (b) Without limiting the generality of anything contained in Section 5.3(a), each party hereto shall (i) give the other parties prompt notice of the commencement of any condition investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the obligations Merger or any of any party to effect the Sale and the other transactions contemplated by this Agreement not Agreement, (ii) keep the other parties informed as to the status of any such investigation, action or Legal Proceeding, and (iii) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any investigation, action or Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade law. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any investigation, action or Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade law or any other similar investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be satisfied; providedpresent at each meeting or conference relating to any such investigation, howeveraction or Legal Proceeding and to have access to and be consulted in connection with any document, that the delivery of opinion or proposal made or submitted to any notice pursuant hereto shall not cure Governmental Entity in connection with any breach of any representation such investigation, action or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeLegal Proceeding.

Filings; Other Action. The Company, Nemetschek, and Acquisition shall: (a) Subject to the terms extent required, promptly make all filings and conditions herein provided, Seller and Buyer shall thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all reasonable efforts to cooperate with one another to (i) determine which Authorizations are required to be made or obtained prior to the Effective Time in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (ii) timely make and seek all such Authorizations; (c) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to the Company, Nemetschek, and Acquisition necessary to effectuate the Merger; (d) use all reasonable efforts to promptly take, or cause to be taken, all action other actions and do, or cause to be done, all other things necessary, proper or appropriate to satisfy the conditions set forth in Article VIII and to consummate and make effective the transactions contemplated by this Agreement. IfAgreement on the terms and conditions set forth herein as soon as practicable, at including seeking to remove promptly any time after the Closing Date, any further reasonable action is necessary injunction or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all other legal barrier that may prevent such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfiedconsummation; provided, however, that notwithstanding anything to the delivery contrary in this Agreement, no party nor any of its Affiliates shall be required to make any notice pursuant disposition of, or enter into any agreement to hold separate, any asset or business and no party hereto nor any of their Affiliates shall not cure be required to make any breach payment of money nor shall any representation party or warranty requiring disclosure its Affiliates be required to comply with any condition or undertaking or take any action which, individually or in the aggregate, would materially adversely affect the economic benefits to such party of the transactions contemplated hereby, taken as a whole, or materially adversely affect any other business of such matter prior party; and (e) not take any action that might reasonably be expected to impair the date ability of this Agreement or otherwise limit or affect the remedies available hereunder parties to consummate the party receiving such noticeMerger at the earliest possible time.

Filings; Other Action. (a) Subject Each of the Company and Purchaser will: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it or any of its Affiliates pursuant to the terms HSR Act and conditions herein provided, Seller other applicable statutes and Buyer shall governmental regulations with respect to the Contemplated Transactions; and (ii) use all commercially reasonable efforts to take, or cause to be taken, on a timely basis, all action other actions necessary or appropriate for the purpose of consummating and doeffectuating the Contemplated Transactions. Without limiting the generality of the foregoing, each of the Company and Purchaser (A) will promptly provide any information requested by any governmental authority or MLB in connection with the Contemplated Transactions, and (B) will use its best efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be doneobtained from the (b) Without limiting the generality of anything in Section 4.2(a) or this Section 4.2(b), all things necessaryeach of the Company and Purchaser will (i) give the other Party prompt notice of the making or commencement of any request, proper inquiry, investigation, action or appropriate lawsuit by or before any court, other governmental authority or MLB with respect to consummate the Contemplated Transactions, (ii) keep the other Party informed as to the status of any such request, inquiry, investigation, action or lawsuit, (iii) promptly inform the other Party of any communication sent or received by such Party to or from the FTC, the DOJ or any other governmental authority regarding the Contemplated Transactions, and make effective (iv) cooperate with the transactions other Party in connection with any registrations, filings or submissions contemplated by this Agreement. If, at Section 4.2 and in connection with resolving any time after investigation or other inquiry of the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this AgreementFTC, the proper officers and directors DOJ or other governmental authority or of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices MLB, in each case, with respect to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by filing. Each of the Company and Purchaser will consult and cooperate with the other party heretoParty and will consider in good faith the views of the other Party in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or lawsuit. In addition, except as may be (x) prohibited by any governmental authority, MLB or any statute or governmental regulation or (y) necessary to minimize preserve attorney-client privilege, in connection with any adverse effect upon Seller such request, inquiry, investigation, action or lawsuit, each of the Company and GBGC Purchaser will permit authorized Representatives of the other Party to be present at each meeting or conference relating to such request, inquiry, investigation, action or lawsuit and Buyerto have access to and be consulted in connection with any document, their respective Subsidiariesopinion or proposal made or submitted to any governmental authority or MLB in connection with such request, and their respective businesses resultinginquiry, investigation, action or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consentlawsuit. (c) From Purchaser will promptly file with MLB, the Commissioner and/or the MLB Entities, as applicable, and after will promptly update, all necessary application materials related to the date Contemplated Transactions and all related funding of this Agreement until Purchaser, including the Closing DateFinancing and any Alternative Financing. Without limiting the foregoing, each party hereto shall promptly notify the others of Purchaser will (i) the occurrencepromptly respond to any requests for additional information, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) make itself and its Representatives reasonably available for Ownership Committee interviews, and (iii) otherwise promptly take all actions necessary to obtain any MLB Approvals in accordance with the failure of Seller or Buyer, as MLB Settlement Agreement. (d) Notwithstanding anything to the case may becontrary in this Agreement, to comply with the extent necessary in order to obtain any MLB Approval or satisfy any covenant, condition needed Governmental Consent or agreement otherwise to permit the Contemplated Transactions to be complied with consummated on a timely basis, Purchaser will agree and commit to: (i) cause any asset or satisfied by it pursuant to this Agreement which would be likely to result in business, or any condition to the obligations portion of any party to effect asset or business, of Purchaser, any of its Affiliates, the Sale and Company, any Company Subsidiary or the other transactions contemplated by this Agreement not Company’s interest in Camelback LLC to be satisfiedsold, divested or otherwise disposed of; provided(ii) enter into or cause any of its Affiliates, howeverthe Company, that the delivery any Company Subsidiary or Camelback LLC to enter into any voting trust agreement, proxy arrangement or other similar agreement or arrangement with respect to any asset or business or any portion of any notice pursuant hereto shall not cure asset or business; and (iii) cause any breach contractual or business relationship between (A) Purchaser, any of Purchaser’s Affiliates, the Company, any representation Company Subsidiary or warranty requiring disclosure of such matter prior Camelback LLC and (B) any other Person to the date of this Agreement be terminated or otherwise limit or affect the remedies available hereunder to the party receiving such noticemodified.

Filings; Other Action. (a) Subject to Upon the terms and subject to the conditions herein providedset forth in this Agreement (including Section 5.2), Seller each of the Company Parties and Buyer the Parent Parties shall, and shall cause their respective Subsidiaries and respective Affiliates to, use all its commercially reasonable efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or appropriate advisable under applicable to consummate and make effective effective, as promptly as practicable, the transactions contemplated Mergers and the Transactions, including: (i) the taking of all reasonable actions necessary to cause the conditions to Closing set forth in Article 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities necessary in connection with the consummation of the Mergers and the Transactions and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or other Persons necessary in connection with the consummation of the Mergers and the Transactions, (iii) subject to Section 5.11, the defending of any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the Transactions, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other Order, whether temporary, preliminary or permanent, entered by this Agreement. If, at any time after court or other Governmental so as to enable the Closing Dateto occur as soon as reasonably possible, (iv) the execution and delivery of any further reasonable action is additional instruments necessary or desirable to consummate the Mergers and the Transactions and to fully carry out the purpose purposes of this Agreement and (v) cooperate in any financing pursued by Buyer in connection with this Transactions. Notwithstanding anything to the contrary in this Agreement, in no event shall the Parent Parties, the Company or any of their respective Subsidiaries or Affiliates be required to agree to, enter into, or offer to enter into any agreement or consent order requiring divestiture of any assets, hold-separate, business limitation, conduct remedy, or similar arrangement or undertaking in connection with this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary actionMergers or the Transactions. (ib) Seller Each of the parties shall, and Buyer shall cause their respective Affiliates to, furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable and permitted by a Governmental Entity, the parties and their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Mergers and the Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. The parties may, as they deem advisable and necessary, designate any sensitive materials provided to the other under this Section 5.4 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, directors or trustees of the recipient without the advance written consent of the party providing such materials. To the extent reasonably practicable, no party shall, nor shall a party permit its Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In addition to and without limiting the foregoing, each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to give any notices to third partiesThird Parties, and each of Parent and the Company shall, and shall cause each of their respective Affiliates to, use all its reasonable best efforts to obtain any third party consents, Third Party consents not covered by Section 5.4(a) and Section 5.4(b) that are necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale Mergers and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeTransactions.

Filings; Other Action. (a) Subject to Each party shall, and shall cause its Affiliates to, cooperate and consult with the terms other and conditions herein provided, Seller and Buyer shall use all reasonable best efforts to takeprepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause to be takenany exemption by, all action third parties and do, or cause to be done, all things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third partiesGovernmental Entities, and use all reasonable efforts to obtain the expiration or termination of any third party consentsapplicable waiting periods, necessary, proper necessary or advisable to consummate the transactions contemplated by this Agreement or by the Other Transaction Documents, and to perform the covenants contemplated hereby and thereby. Each party shall execute, and cause its Affiliates to execute, as applicable, and deliver both before and after the Closing such further certificates, agreements and other documents and to take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. Each Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement and by the Other Transaction Documents. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this AgreementSection 6.1(a). Each Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or the Other Transaction Documents (other than any portions thereof that relate to confidential supervisory matters). (iib) Unless this Agreement has been terminated pursuant to Section 7.1, the Company shall take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”), as promptly as practicable after the SEC confirms that it has no further comments on the Company Proxy Statement to vote on proposals (collectively, the “Shareholder Proposals”) to approve the following: (A) the authorization and issuance of the shares of Common Stock or Series B-1 Preferred Stock to be issued upon conversion of the Series B Preferred Stock, and the issuance of shares of Common Stock to be issued upon conversion of the Series B-1 Preferred Stock for purposes of Rule 4350 of the Nasdaq Marketplace Rules, (B) any increase in the size of the Board of Directors as required by Section 6.2 hereof, and (C) any other proposals necessary to permit the Company to issue the Series B-1 Preferred Stock or Common Stock issuable upon conversion of the Series B Preferred Stock, and the issuance of shares of Common Stock to be issued upon conversion of the Series B-1 Preferred Stock, in accordance with the Preferred Stock Certificate of Determination. The Board of Directors shall, to the extent consistent with its fiduciary duties, unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposals (the “Board Recommendation”). In connection with the Company Shareholders Meeting, the Company shall promptly prepare (and each Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than thirty business days after the date of the Closing) with the SEC a preliminary proxy statement (which shall include the Board Recommendation)(the “Preliminary Proxy Statement”), shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement (which shall include, to the extent consistent with its fiduciary duties, the Board Recommendation) (“the “Definitive Proxy Statement” and, together with the Preliminary Proxy Statement, the “Proxy Statement”) related to the Company Shareholders Meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, shall use its reasonable best efforts to solicit proxies for approval of the Shareholder Proposals by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote (the “Requisite Shareholder Approval”), and take all other reasonable actions necessary or advisable to secure the Requisite Shareholder Approval; provided, however, that the Company may extend the date of the Company Shareholders Meeting to the extent (x) necessary in order to obtain a quorum of its shareholders or (y) the Company reasonably determines that such delay is required by Applicable Law. The Company shall notify the Manager promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such Proxy Statement or for additional information and will supply the Manager with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such Proxy Statement. If at any time prior to the Company Shareholders Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement, to the extent consistent with fiduciary duties of the board of directors. The Manager, each Investor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investors prior to filing any Proxy Statement, or any amendment or supplement thereto, and provide each Investor with a reasonable opportunity to comment thereon. In the event that either party the approval of any of the Shareholder Proposals is not obtained at such meeting, the Company shall fail include a proposal to obtain any third party consent described in subsection approve (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party heretoand, to minimize any adverse effect upon Seller and GBGC and Buyerthe extent consistent with its fiduciary duties, their respective Subsidiariesthe Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its shareholders no less than once in each subsequent six month period, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consentcapped at a maximum of four additional meetings. (c) From Each Investor, on the one hand, and after the date Company, on the other hand, agrees, upon request, to furnish the other party with all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement and any other statement, filing, notice or application made by or on behalf of this Agreement until such other party or any of its Subsidiaries to any Governmental Entity in connection with the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeOther Transaction Documents.

Filings; Other Action. (a) Subject Each of the Company, Parent and Acquisition Sub shall (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the terms HSR Act, the Exchange Act and conditions herein provided, Seller other applicable Legal Requirements with respect to the Offer and Buyer shall the Merger and (ii) use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, on a timely basis, all things necessary, proper other actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement. If, including using all commercially reasonable efforts to accomplish the following: (w) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (x) the obtaining of all necessary consents, approvals or waivers from third parties (and in connection with seeking such consents, waivers and approvals from third parties, each party shall keep the other parties reasonably informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at any time after the Closing Dateother party’s request, include such other party in any further reasonable action discussions or communications with any parties whose consent, waiver or approval is necessary or desirable to carry out the purpose of sought hereunder); (y) except as otherwise set forth in this AgreementSection 5.4(a), the proper officers defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and directors (z) the execution or delivery of Seller and Buyer shall take all such any additional instruments necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in by, and to fully carry out the purposes of, this Agreement. . Without limiting the generality of the foregoing, each of the Company, Parent and Acquisition Sub (iiA) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use promptly provide all reasonable efforts, and shall take any such actions reasonably information requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date Governmental Entity in connection with any of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not Agreement, (B) shall use its reasonable best efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be satisfiedobtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with any of the transactions contemplated by this Agreement and (C) shall use its reasonable best efforts to avoid any administrative or judicial action or Legal Proceeding instituted (or threatened to be instituted) by a Governmental Entity challenging, or seeking to prohibit the consummation of, the transactions contemplated by this Agreement or seeking to impose an Antitrust Restraint; provided, however, that notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in any such litigation of any administrative or judicial action or Legal Proceeding, brought by any Governmental Entity; and (iiD) to the failure of Seller extent such action becomes a condition to granting clearance under the HSR Act or Buyerany other Significant Required Governmental Approval (as defined in Annex I), as shall agree to and use reasonable best efforts to implement any divestiture or similar transaction that would not reasonably be expected to materially and adversely impair the benefits expected to be derived from the transactions contemplated hereby (provided that in the case may beof the Company any such divestiture or similar transaction is conditioned on the Acceptance Time having occurred). (b) Without limiting the generality of anything contained in Section 5.4(a) or Section 5.4(c), to comply each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition respect to the obligations Offer or the Merger or any of any party to effect the Sale and the other transactions contemplated by this Agreement not Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, and (iii) promptly inform the other parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be satisfied; provided, however, that the delivery present at each meeting or conference with representatives of any notice pursuant hereto Governmental Entity relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Without limiting the generality of anything contained in Section 5.4(a) or Section 5.4(b), each of the Company, Parent and Acquisition Sub shall not cure any breach of any representation or warranty requiring disclosure use its commercially reasonable efforts to cause all Offer Conditions to be satisfied on a timely basis (to the extent the satisfaction of such matter prior to the date of this Agreement Offer Conditions is within such party’s direct or otherwise limit or affect the remedies available hereunder to the party receiving such noticeindirect control).

Filings; Other Action. (a) Subject Each of the Company Parties and the Parent Parties shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the terms Exchange Act and conditions herein provided, Seller and Buyer shall other applicable Law with respect to the Mergers; (ii) use all commercially reasonable efforts to take, or obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, all action and do, or cause to be doneon a timely basis, all things necessary, proper other actions necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out for the purpose of consummating and effectuating the Transactions, including if necessary the divestiture, hold separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Parties or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated nothing in this Agreement. Section 5.4 or elsewhere in this Agreement shall require the Parent Parties to take or agree to take any action with respect to any of their Affiliates, including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or any direct or indirect portfolio companies (iias such term is understood in the private equity industry) of investment funds advised or managed by one or more Affiliates of the Parent Parties. In the event that either any party shall fail fails to obtain any third party such consent described in subsection (b) (i) aboveor approval, such party the parties shall use all commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, efforts to minimize any adverse effect upon Seller the Company and GBGC and Buyer, their respective Subsidiaries, Parent and their respective businesses Affiliates and business resulting, or which could would reasonably be expected to result result, after the Closing DateEffective Time, from the failure to obtain such consent. (cb) From and after Without limiting the date generality of this Agreement until the Closing Dateanything contained in Section 5.4(a), subject to applicable Law, each party hereto shall promptly notify the others of shall: (i) give the occurrence, other parties prompt written notice of the making or non-occurrence, commencement of any event the occurrencerequest, inquiry, investigation, action or non-occurrence, of which would be likely to cause Legal Proceeding by or before any condition Governmental Entity with respect to the obligations Merger or any of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or Transactions; (ii) keep the failure other parties informed as to the status of Seller any such request, inquiry, investigation, action or BuyerLegal Proceeding; and (iii) promptly inform the other parties of (and provide copies of) any communication to or from any Governmental Entity and keep the other parties reasonably informed regarding any substantive communications to or from a third party, in each case regarding the Mergers or other Transactions. Each party hereto will have the right to review in advance, and each party will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with the Transactions. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party will permit authorized Representatives of the case may beother parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted in writing to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) In the event that any Legal Proceeding is commenced challenging the Mergers or any of the other Transactions and such Legal Proceeding seeks, or would reasonably be expected to seek, to comply with prevent the consummation of the Mergers or satisfy any covenantthe other Transactions, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale Parent Parties and the Company Parties shall use reasonable best efforts to resolve any such Legal Proceeding and each of the Parent Parties and the Company Parties shall cooperate with each other transactions contemplated by this Agreement not and use their respective reasonable best efforts to be satisfied; providedcontest any such Legal Proceeding and to have vacated, howeverlifted, 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 delivery of any notice pursuant hereto shall not cure any breach of any representation Mergers or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeother Transactions.

Filings; Other Action. (a) Subject Each of the Company, Parent and Acquisition Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the terms HSR Act, the Exchange Act and conditions herein provided, Seller other applicable Laws with respect to the Offer and Buyer shall the Merger; and (ii) use all reasonable best efforts to take, or cause to be taken, on a timely basis, all action other actions necessary or appropriate for the purpose of consummating and doeffectuating the transactions contemplated by this Agreement (including without limitation cooperating with each other to identify and thereafter seek to obtain any consents, approvals or waivers required from third parties). Without limiting the generality of the foregoing, each of Parent, Acquisition Sub and the Company agrees to use its reasonable best efforts to (A) promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, and (B) promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any antitrust clearance or similar clearance required to be doneobtained from the Federal Trade Commission, all things necessarythe Department of Justice, proper any state attorney general, any foreign competition authority or appropriate to consummate and make effective any other Governmental Entity in connection with the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (iWithout limiting the generality of anything contained in Section 5.4(a) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date5.4(c), each party hereto shall promptly notify (1) give the others other parties prompt notice of (i) the occurrence, or non-occurrence, commencement of any event the occurrenceinvestigation, action or non-occurrence, of which would be likely to cause legal proceeding by or before any condition Governmental Entity with respect to the obligations Offer or the Merger or any of any party to effect the Sale and the other transactions contemplated by this Agreement not Agreement, (2) keep the other parties informed as to the status of any such investigation, action or legal proceeding, and (3) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any investigation, action or legal proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade Law. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any investigation, action or legal proceeding under or relating to the HSR Act or any other federal or state antitrust, competition or fair trade Law or any other similar investigation, action or legal proceeding, each party hereto will permit authorized representatives of the other parties to be satisfiedpresent at each meeting or conference relating to any such investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such investigation, action or legal proceeding. (iic) In furtherance and not in limitation of the failure covenants of Seller the parties contained in Section 5.4(a) and Section 5.4(b), if any objections are asserted with respect to the transactions contemplated hereby under any antitrust Law or Buyer, as the case may be, to comply with if any suit is instituted (or satisfy any covenant, condition or agreement threatened to be complied with instituted) by the Federal Trade Commission, the Department of Justice or satisfied by it pursuant to this Agreement any other U.S. or foreign Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any antitrust Law or which would be likely to result in any condition to otherwise prevent, materially impede or materially delay the obligations consummation of any party to effect the Sale transactions contemplated hereby, each of Parent, Acquisition Sub and the other Company shall use reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement not Agreement. (d) Without limiting the generality of anything contained in Section 5.4, the Company, Parent and Acquisition Sub shall each use their reasonable best efforts to cause all Offer Conditions to be satisfied; providedsatisfied on a timely basis (to the extent the satisfaction of such Offer Conditions is within their respective direct or indirect control) and to cause the Offer to be consummated. (e) Notwithstanding anything in this Agreement to the contrary, however, that the delivery if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any United States federal or state or foreign Governmental Entity of competent jurisdiction challenging any transaction contemplated by this Agreement as violative of any notice pursuant hereto antitrust Law, it is expressly understood and agreed that: (i) Parent and the Company shall not cure have any breach of obligation to litigate or contest any representation administrative or warranty requiring disclosure of such matter prior judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Parent shall be under no obligation to the date of this Agreement make proposals, execute or otherwise limit carry out agreements or affect the remedies available hereunder submit to the party receiving such noticeorders providing for a Divestiture.

Filings; Other Action. (a) Subject Each of the Company, Parent and Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the terms Exchange Act and conditions herein provided, Seller other applicable Legal Requirements with respect to the Transactions; and Buyer shall (ii) use all its reasonable best efforts to take, or cause to be taken, all action and do, or cause to be doneon a timely basis, all things necessary, proper other actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement. IfWithout limiting the generality of the foregoing, at each of the Company, Parent and Merger Sub shall promptly provide all information requested by any time after Governmental Entity in connection with the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Seller and Buyer shall take all such necessary actionTransactions. (b) Without limiting the generality of anything contained in Section 5.06(a) or Section 5.06(c), each party hereto shall (to the extent permitted by applicable Legal Requirements): (i) Seller and Buyer shall give the other parties prompt notice of the making or commencement of any notices request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. Transactions; (ii) In keep the event that either party shall fail other parties informed as to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take the status of any such actions reasonably requested by request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Transactions. Each party heretohereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to minimize be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any adverse effect upon Seller and GBGC and Buyerdocument, their respective Subsidiariesopinion or proposal made or submitted to any Governmental Entity in connection with such request, and their respective businesses resultinginquiry, investigation, action or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consentLegal Proceeding. (c) From In furtherance and after not in limitation of the date covenants of the parties contained in this Agreement until the Closing DateSection 5.06, each party of the parties hereto shall promptly notify use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the others of Transactions. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to (i) avoid the occurrenceentry of, or non-occurrenceto have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the consummation of the Transactions on or before the Outside Date, including by defending through litigation on the merits any event the occurrenceclaim asserted in any court by any Person, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the failure Transactions so as to enable the consummation of Seller or Buyer, the Transactions to occur as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result soon as reasonably possible (and in any condition event no later than the Outside Date); except that Parent need do no such thing that would prevent it from achieving in substantial measure all of the benefits it intended to achieve via the obligations Transactions. (d) For avoidance of any party to effect doubt, the Sale and parties recognize that Parent shall, upon issuance thereof, register the other transactions contemplated by this Agreement not to be satisfied; providedCVRs under the Exchange Act, however, that the delivery of any notice pursuant hereto but Parent shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of have no obligation under this Agreement or otherwise limit any of the CVR Agreements to ever list or affect include the remedies available hereunder to CVRs, or any of them, on the party receiving such noticeExchange or on any other securities exchange or quotation system.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, Seller each of the Company and Buyer Parent shall use all reasonable efforts to take(i) cooperate with the other in (x) determining which other notices, reports or cause filings are required to be takenmade prior to the Effective Time with, all action and dowhich other waivers, consents, approvals or cause authorizations are required to be done, all things necessary, proper or appropriate obtained prior to consummate the Effective Time in connection with the execution and make effective delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purpose of this Agreement, the proper officers hereby; and directors of Seller and Buyer shall take (y) timely making all such notices, reports or filings and timely seeking all such waivers, consents, approvals or authorizations; and (ii) furnish the other -39- 45 party with such necessary actioninformation regarding itself and its Subsidiaries and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary notices, reports or filings, or submissions of information to any Governmental Entity. (b) Each of Parent and the Company shall give prompt notice to the other party of the following: (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper the occurrence of or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, occur of any event the occurrence, occurrence or non-occurrence, failure to occur of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in (A) any condition to the obligations set forth in Article VII being incapable of being satisfied or (B) a Company Material Adverse Effect or a Parent Company Material Adverse Effect; (ii) any failure of such party to effect comply in any material respect with any of its covenants or agreements hereunder; and (iii) such party becoming aware that statements relating to such party or any of its Subsidiaries set forth in the Sale and Proxy Statement/Prospectus or the other transactions contemplated by this Agreement not Form S-4 contain any untrue statement of a material fact or omit to state a material fact required to be satisfied; providedstated therein or necessary in order to make such statements therein, howeverin light of the circumstance under which they were made, that not misleading. Notwithstanding the foregoing, the delivery of any notice pursuant hereto to this Section 6.2(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement limit or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Filings; Other Action. (a) Subject Each of the Company, Parent and Merger Sub shall: (i) promptly (and, with respect to any filings under the HSR Act, in no event later than the date that is five (5) Business Days after the date hereof) use reasonable best efforts to make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the terms HSR Act, any other applicable Antitrust Laws, the Exchange Act and conditions herein provided, Seller other applicable Law with respect to the Offer and Buyer shall the Merger; (ii) use all commercially reasonable efforts to take, or obtain all other consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, all action and do, or cause to be doneon a timely basis, all things necessary, proper other actions necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out for the purpose of this Agreement, consummating and effectuating the proper officers and directors of Seller and Buyer shall take all such necessary action. (i) Seller and Buyer shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the transactions contemplated in this Agreement. (ii) In the event that either party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Seller and GBGC and Buyer, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. (c) From and after the date of this Agreement until the Closing Date, each party hereto shall promptly notify the others of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Sale and the other transactions contemplated by this Agreement not to be satisfiedTransactions; provided, however, that in no event shall the delivery of any notice pursuant hereto shall not cure any breach of any representation or warranty requiring disclosure of such matter Company be required to pay, prior to the date Effective Time, any fee, penalty or other consideration to any Person for any consent or approval required for the consummation of any of the Transactions. Without limiting the generality of the foregoing, each of Parent and Merger Sub (A) shall promptly use its best efforts to provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other Transactions and (B) shall use its reasonable best efforts to promptly take, and to cause its Affiliates to take, all actions and steps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or any other applicable Antitrust Laws and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, or any other Governmental Entity in connection with the Transactions as soon as possible, but in any event no later than ten (10) Business Days prior to the End Date. (b) Without limiting the generality of anything contained in Section 6.3(a), subject to applicable Law, each party hereto shall: (i) give the other parties prompt written notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Offer or the Merger or any of the other Transactions; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Subject to the timing deadlines referenced above in Section 6.3(a), in the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer or the Merger or any of the other Transactions and such litigation, action or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the Offer or the Merger or the other Transactions, Parent and Merger Sub shall take any and all reasonable actions to resolve any such litigation, action or Legal Proceeding and each of the Company, Parent and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or Legal 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 Offer or the Merger or the other Transactions. (d) Neither Parent nor Merger Sub shall, nor shall they permit their Subsidiaries or direct or indirect related parent companies to, acquire or agree to acquire any rights, interests, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the Offer or the Merger or the other Transactions or otherwise not complying with the requirements of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticeSection.