Common use of Governmental Approvals and Other Third-Party Consents Clause in Contracts

Governmental Approvals and Other Third-Party Consents. (a) Meizhou Seller shall comply with the Company’s obligations and Buyer shall comply with Buyer’s obligations, in each case, set forth in Section 5.04 of the MTA. (b) Meizhou Seller and Buyer shall cooperate to obtain an approval letter and an approval certificate issued by the MOC and a business license issued by the AIC as set forth in Section 5.11. Without limiting the generality of each party’s undertaking pursuant to this Section 5.06, Buyer and Meizhou Seller shall cooperate in connection with any filing related to foregoing mentioned approval letter, approval certificate and business license. (c) The parties hereto agree that, in order to comply with customary procedures of the MOC, the Purchase and Sale Agreement substantially in the form attached hereto as Exhibit A (“Short Form Agreement”) shall be executed on the date hereof and submitted to the MOC, in lieu of this Agreement, as the instrument evidencing the agreement of the parties to this Agreement with respect to the purchase of the Meizhou Equity Interest; provided: (i) in no event shall the Short Form Agreement be deemed to govern the transactions contemplated hereby or create any rights or obligations in addition to those set forth herein, (ii) in the event of any inconsistency between the statements in the body of this Agreement and the Short Form Agreement, the statements in the body of this Agreement will control, and (iii) in no event shall the parties be obligated to close the Short Form Agreement unless and until the conditions contained in this agreement have been satisfied or waived.

Governmental Approvals and Other Third-Party Consents. (a) Meizhou Seller Each party hereto shall, as promptly as possible, use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Sub-Agreements. Each party shall comply cooperate fully with the Company’s obligations other party and Buyer its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall comply with Buyer’s obligationsnot willfully take any action that would reasonably be expected to have the effect of materially delaying, in each caseimpairing or impeding the receipt of any required consents, set forth in Section 5.04 of the MTAauthorizations, orders and approvals. (b) Meizhou Seller and Buyer shall cooperate to obtain an approval letter and an approval certificate issued by the MOC and a business license issued by the AIC as set forth in Section 5.11. Without limiting the generality of each party’s undertaking the parties’ undertakings pursuant to this Section 5.065.04, Buyer each party hereto shall (i) promptly, but in no event later than ten Business Days, following the execution and Meizhou Seller shall delivery of this Agreement by the parties hereto, take all actions necessary to make any filings required of it or any of its Affiliates (including, with respect to the Company, the Company Group) under and in compliance with the HSR Act in connection with this Agreement, the Sub-Agreements and the transactions contemplated hereby and thereby; (ii) as soon as practicable following the execution and delivery of this Agreement by the parties hereto, take all actions necessary to make any filings required of it or any of its Affiliates (including, with respect to the Company, the Company Group) under and in compliance with any other applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; (iii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates (including, with respect to the Company, the Company Group) from any Antitrust Authority (other than in the case of a “second request”); and (iv) cooperate with one another in connection with any filing related under applicable Antitrust Laws and, subject to foregoing mentioned approval letterSection 5.04(c), approval certificate and business licensereasonably cooperate with one another in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. Buyer shall pay all filing fees required under the HSR Act. (c) The parties hereto agree thatNotwithstanding the parties’ undertakings pursuant to this Section 5.04, Buyer shall not be obligated, in furtherance of avoiding or eliminating impediments under any Antitrust Law asserted by any Antitrust Authority, to propose, negotiate, commit to or effect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses, or of the assets, properties or businesses to be acquired by it pursuant to this Agreement and the Sub-Agreements, as are required to be divested in order to comply with customary procedures avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the MOC, the Purchase and Sale Agreement substantially in the form attached hereto as Exhibit A (“Short Form Agreement”) shall be executed on the date hereof and submitted to the MOC, in lieu of this Agreement, as the instrument evidencing the agreement of the parties to transactions contemplated by this Agreement and the Sub-Agreements. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party (or, with respect to the purchase Company, on behalf of any member of the Meizhou Equity Interest; provided: (iCompany Group) before any Governmental Authority or the staff or regulators of any Governmental Authority, in no event shall the Short Form Agreement be deemed to govern connection with the transactions contemplated hereby or create hereunder (but, for the avoidance of doubt, not including any rights or obligations in addition to those set forth herein, (ii) interactions between any member of the Company Group with Governmental Authorities in the event Ordinary Course of Business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any inconsistency filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals; provided that Buyer shall not be required to provide the Company any information regarding the financial position of the Buyer or any of Buyer’s financial or business analyses of the Transportation Products Business or the transactions contemplated hereby. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority with respect to the transactions contemplated by this Agreement or the Sub-Agreements (including, with respect to the Company, between any Governmental Authority and any member of the statements Company Group), with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact if the Governmental Authority consents to such attendance and participation. (e) The Company and Buyer shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.02 and Section 4.02 and the corresponding Sections of the Disclosure Schedule and the Company shall cause each member of the Company Group to use commercially reasonable best efforts to give all notices to, and obtain consents from, all third parties that are described in the body corresponding sections of this Agreement and the Short Form AgreementSub-Agreements; provided, however, that neither the statements in Company, any member of the body of this Agreement will control, and (iii) in no event Company Group nor Buyer shall the parties be obligated to close pay any consideration therefor to any third party from whom consent or approval is requested. (f) The Company will, and will cause its Subsidiaries to, assist and cooperate with Buyer in connection with Buyer’s efforts to obtain, retain or replace any Permits relating to the Short Form Agreement unless and until operation of the conditions contained in this agreement have been satisfied or waivedTransportation Products Business.