Common use of Regulatory Matters and Approvals Clause in Contracts

Regulatory Matters and Approvals. (a) Each of Nash-Finch and Spartan Stores will (i) as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than seven Business Days following the execution and delivery of this Agreement, if required under applicable Law, file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated by this Agreement and any information required to be provided therewith pursuant to the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) as promptly as practicable and before the expiration of any relevant legal deadline, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws or any other applicable Laws. Each of Nash-Finch and Spartan Stores will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, any Other Antitrust Laws and any other applicable Laws. (b) Each of Nash-Finch and Spartan Stores will use its respective commercially reasonable efforts to obtain promptly any clearance required under the HSR Act, any Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement and will keep each other apprised of the status of any material communications with, and any reasonable inquiries or requests for additional information from, any Governmental Entity and will comply promptly with any such inquiry or request from any such Governmental Entity. (c) Subject to Section 6.5(a), each of Nash-Finch and Spartan Stores agrees to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, any Other Antitrust Laws and any other applicable Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing its counsel (i) to inform promptly the other of any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. None of Nash-Finch, Spartan Stores nor any of their respective Affiliates or Representatives will independently contact any Governmental Entity or participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of Spartan Stores and its Affiliates or Representatives, Nash-Finch, and in the case of Nash-Finch and its Affiliates or Representatives, Spartan Stores, prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of Nash-Finch or Spartan Stores, as applicable, will be limited to outside antitrust counsel only). (d) In furtherance and not in limitation of this Section 6.5, if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement, including the Merger, as in violation of the HSR Act, any Other Antitrust Laws or any other applicable Law, each of Spartan Stores and Nash-Finch shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such Action 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 transactions contemplated by this Agreement, including the Merger. (e) Notwithstanding the foregoing, in connection with efforts to obtain any clearance required under the HSR Act, Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement, (i) in no event shall “commercially reasonable efforts” of either Nash-Finch or Spartan Stores include entering into a consent decree or other commitment containing, as applicable, Nash-Finch’s or Spartan Stores’ agreement to hold separate or divest any of its or its Subsidiaries’ assets, facilities, properties or businesses, or agreeing to any limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, (ii) in no event shall Nash-Finch or its Subsidiaries or Spartan Stores or its Subsidiaries be required to take any of the actions described in the foregoing clause (i), and (iii) neither Nash-Finch nor Spartan Stores, without the other party’s prior written consent, shall commit to or allow its Subsidiaries to commit to any of the actions described in the foregoing clause (i). (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.5 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b), so long as such party has, prior to such termination, complied, in all material respects, with its obligations under this Section 6.5.

Regulatory Matters and Approvals. (a) Each of Nash-Finch the Parties will (and Spartan Stores Cybear will cause each of its Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(d), Section 4(d) and Section 5(c) above. Without limiting the generality of the foregoing: (i) SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. As soon as practicable after the execution of this Agreement, New Andrx and Andrx shall, with the assistance and cooperation of Cybear, prepare and cause to be filed with the SEC a joint proxy statement (the "Joint Proxy Statement") and a S-4 Registration Statement (the "S-4 Registration Statement"). Each of New Andrx, Andrx and Cybear shall use all reasonable efforts to cause the S-4 Registration Statement and the Joint Proxy Statement to comply with applicable law and the rules and regulations promulgated by the SEC and all other applicable federal and state securities law requirements, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. New Andrx, Andrx and before Cybear shall use all reasonable efforts to cause the expiration Joint Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the S-4 Registration Statement is declared effective under the Securities Act. Each of New Andrx, Andrx or Cybear hereto shall promptly furnish to the other party all information concerning itself, its stockholders and its affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 6(c). If any event relating to New Andrx, Andrx or Cybear occurs, or if New Andrx, Andrx or Cybear becomes aware of any relevant legal deadlineinformation, but that should be disclosed in no event later than seven Business Days following an amendment or supplement to the execution S-4 Registration Statement or the Joint Proxy Statement, then New Andrx, Andrx or Cybear, as applicable, shall inform the other thereof and delivery shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Andrx and Cybear. Each of New Andrx, Andrx and Cybear will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement or the Joint Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement or the Merger. The Joint Proxy Statement shall include (A) the recommendations of the Board of Directors of Cybear and the Special Committee in favor of this Agreement, if required under applicable Law, file with the United States Federal Trade Commission Merger and the United States Department of Justice the notification and report form required for the transactions contemplated by this Agreement hereby; and any information required to be provided therewith pursuant to (B) the HSR Act, which forms will specifically request early termination recommendation of the waiting period prescribed by Board of Directors of Andrx in favor of approval of this Agreement, the HSR ActMerger, and the transactions contemplated hereby. Neither New Andrx, Andrx nor Cybear shall take any action inconsistent with such recommendation. (ii) as promptly as practicable and before APPROVALS. Prior to the expiration of any relevant legal deadlineEffective Time, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws or any other applicable Laws. Each of Nash-Finch and Spartan Stores will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, any Other Antitrust Laws and any other applicable Laws. (b) Each of Nash-Finch and Spartan Stores will New Andrx shall use its respective commercially reasonable efforts to obtain promptly any clearance required all regulatory or other approvals needed to ensure that the New Andrx Common Stock and Cybear Tracking Common Stock to be issued in the Merger: (A) will be registered or qualified under the HSR Act, any Other Antitrust Laws and any other applicable Laws for the consummation securities law of every jurisdiction of the transactions contemplated by this Agreement United States in which any registered holder of Andrx Common Stock or Cybear Common Stock, who is receiving shares of registered New Andrx Common Stock and/or Cybear Tracking Common Stock has an address of record or be exempt from such registration and (B) will keep each other apprised of the status of any material communications with, and any reasonable inquiries or requests be approved for additional information from, any Governmental Entity and will comply promptly with any such inquiry or request from any such Governmental Entity. (c) Subject to Section 6.5(a), each of Nash-Finch and Spartan Stores agrees to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, any Other Antitrust Laws and any other applicable Laws quotation at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing its counsel Effective Time on the Nasdaq National Market; provided, however, that New Andrx shall not, pursuant to the foregoing, be required (i) to inform promptly the other of qualify to do business as a foreign corporation in any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmental Entity regarding any such filings jurisdiction in which it is not now qualified or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response file a general consent to personnel service of such Governmental Entity. None of Nash-Finch, Spartan Stores nor any of their respective Affiliates or Representatives will independently contact any Governmental Entity or participate process in any meeting or discussion jurisdiction with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in to matters unrelated to the case of Spartan Stores and its Affiliates or Representatives, Nash-Finch, and in the case of Nash-Finch and its Affiliates or Representatives, Spartan Stores, prior notice issuance of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of Nash-Finch New Andrx Common Stock or Spartan Stores, as applicable, will be limited to outside antitrust counsel only)Cybear Tracking Common Stock pursuant hereto. (d) In furtherance and not in limitation of this Section 6.5, if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement, including the Merger, as in violation of the HSR Act, any Other Antitrust Laws or any other applicable Law, each of Spartan Stores and Nash-Finch shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such Action 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 transactions contemplated by this Agreement, including the Merger. (e) Notwithstanding the foregoing, in connection with efforts to obtain any clearance required under the HSR Act, Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement, (i) in no event shall “commercially reasonable efforts” of either Nash-Finch or Spartan Stores include entering into a consent decree or other commitment containing, as applicable, Nash-Finch’s or Spartan Stores’ agreement to hold separate or divest any of its or its Subsidiaries’ assets, facilities, properties or businesses, or agreeing to any limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, (ii) in no event shall Nash-Finch or its Subsidiaries or Spartan Stores or its Subsidiaries be required to take any of the actions described in the foregoing clause (i), and (iii) neither Nash-Finch nor Spartan Stores, without the other party’s prior written consent, shall commit to or allow its Subsidiaries to commit to any of the actions described in the foregoing clause (i). (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.5 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b), so long as such party has, prior to such termination, complied, in all material respects, with its obligations under this Section 6.5.

Regulatory Matters and Approvals. (a) Each of Nash-Finch the Parent, Merger Sub and Spartan Stores will (i) the Company shall, as promptly as reasonably practicable following the execution of this Agreement and before the expiration of any relevant legal deadline, but in no event later than seven Business Days following the execution make or cause to be made all premerger notification filings required of each of them and delivery or any of this Agreement, if required under applicable Law, file with their respective Affiliates including (i) to the United States Federal Trade Commission and the United States Department of Justice Justice, the notification and report form required under the HSR Act (which form shall be filed no later than ten Business Days after the date hereof, unless the parties mutually agree to extend the deadline), (ii) to the European Commission, the filing of a merger notification in accordance with the ECMR (which filing shall be made as promptly as reasonably practicable after the date hereof, unless the parties mutually agree to extend the deadline), (iii) to the competent authority of any member state of the European Union to which any of the transactions contemplated hereby are referred pursuant to Article 9 of the ECMR (which filing shall be made as promptly as reasonably practicable after the date of such referral, unless the parties mutually agree to extend the deadline), and (iv) to the appropriate Governmental Entities, filings under any Other Antitrust Laws as identified in Section 5.5 of the Disclosure Schedule (which filings shall be made as reasonably promptly as practicable after the date hereof, unless the parties mutually agree to extend the deadline). (b) Each of the Parent, Merger Sub and the Company shall use its respective reasonable best efforts to obtain promptly any clearance required under the HSR Act, any Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement and, to the extent permitted by Law, shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from any Governmental Entity and shall comply promptly with any such inquiry or request. The Company and the Parent shall not take, and shall cause their respective Affiliates not to take, any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval or early termination of any required waiting period by or from any Governmental Entity under the HSR Act, any Other Antitrust Laws or other applicable Laws. (c) Notwithstanding anything herein to the contrary, the Parent shall take any and all action reasonably necessary (i) to avoid the entry or enactment of any permanent, preliminary or temporary Order under any applicable antitrust or competition Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and (ii) in the event that any information required permanent, preliminary or temporary Order under any applicable antitrust or competition Law is entered, issued or enacted, or becomes reasonably foreseeable to be provided therewith pursuant entered, issued or enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened Order under any applicable antitrust or competition Law so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Without limiting the generality of the foregoing, such action by the Parent shall include: (x) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, assets, categories of assets or businesses of the Company or the Parent or their respective Subsidiaries, (y) terminating existing relationships, contractual rights or obligations of the Company or the Parent or their respective Subsidiaries, (z) terminating any venture or other arrangement, (xx) creating any relationship, contractual rights or obligations of the Company or the Parent or their respective Subsidiaries or (yy) effectuating any divestiture, or other structural or conduct modification relating to the business of the Company or the Parent or their respective Subsidiaries. The Company shall take, and cause its Subsidiaries to take, such of the foregoing actions as Parent may request; provided, however, that any such action is conditioned upon the consummation of the Merger. Alternatively, at the request of the Company, the Parent and its Subsidiaries shall be obligated to contest until it becomes final and nonappealable, administratively or in court, any ruling, Order or other action of any Governmental Entity or any other Person challenging the transactions contemplated by this Agreement. (d) Each of the Parent and the Company agrees to instruct its respective counsel to cooperate with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) as promptly as practicable and before the expiration of any relevant legal deadline, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws and any other applicable Laws at the earliest practicable dates. Said reasonable best efforts and cooperation include, but are not limited to, counsel’s undertaking (to the extent permitted by applicable Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client or any other applicable Laws. Each of Nash-Finch and Spartan Stores will privilege) to (i) furnish to each other’s counsel such reasonably necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, any Other Antitrust Laws and any other applicable Laws, (ii) permit the other party’s counsel to review and incorporate such other party’s counsel’s reasonable comments in any filings or other communication given by it to any Governmental Entity or in connection with any proceeding by a private party related to antitrust or competition Laws with any other Person, and (iii) permit the other party’s counsel to review attachments and appendices to filings and any other submissions necessary under the HSR Act, any Other Antitrust Laws and any other applicable Laws including but not limited to documents required under Item 4(c) of the HSR notification form and Section 5.4 of the Form CO. None of the Parent, the Company nor any of their respective Affiliates or counsel shall independently contact any Governmental Entity or participate in any meeting or discussion (or any other communication by any means ) with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Parent and its Affiliates, the Company, and in the case of the Company and its Affiliates, the Parent, where practicable, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the opportunity to review and comment on the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate at the meeting or discussion (which, at the request of the Parent or the Company, as applicable, shall be limited to outside antitrust counsel only). (be) Each Notwithstanding anything herein to the contrary, each of Nash-Finch Parent and Spartan Stores will Merger Sub agree to use its respective commercially reasonable best efforts to obtain promptly any clearance required under the HSR Act, any Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement and will keep each other apprised if such clearance is not received by the later of the status of any material communications with, and any reasonable inquiries or requests for additional information from, any Governmental Entity and will comply promptly with any such inquiry or request from any such Governmental Entity. (c) Subject to Section 6.5(a), each of Nash-Finch and Spartan Stores agrees to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, any Other Antitrust Laws and any other applicable Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing its counsel (i) to inform promptly the other of any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmental Entity regarding any such filings date that is 120 days following the date hereof or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. None of Nash-Finch, Spartan Stores nor any of their respective Affiliates or Representatives will independently contact any Governmental Entity or participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of Spartan Stores and its Affiliates or Representatives, Nash-Finch, and in the case of Nash-Finch and its Affiliates or Representatives, Spartan Stores, prior notice date on which all of the meeting andconditions set forth in Sections 6.1, 6.2 and 6.3 have been satisfied (other than those conditions that by their nature are to the extent permitted satisfied by the relevant Governmental Entity, the opportunity to attend and participate (which, actions taken at the request of Nash-Finch or Spartan Stores, as applicable, will be limited to outside antitrust counsel onlyClosing). (d) In furtherance and not in limitation of this Section 6.5, if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement, including the Merger, as in violation of the HSR Act, any Other Antitrust Laws or any other applicable Law, each of Spartan Stores and Nash-Finch shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such Action 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 transactions contemplated by this Agreement, including the Merger. (e) Notwithstanding the foregoing, in connection with efforts to obtain any clearance required under the HSR Act, Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement, (i) in no event shall “commercially reasonable efforts” of either Nash-Finch or Spartan Stores include entering into a consent decree or other commitment containing, as applicable, Nash-Finch’s or Spartan Stores’ agreement to hold separate or divest any of its or its Subsidiaries’ assets, facilities, properties or businesses, or agreeing to any limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, (ii) in no event shall Nash-Finch or its Subsidiaries or Spartan Stores or its Subsidiaries be required to take any of the actions described in the foregoing clause (i), and (iii) neither Nash-Finch nor Spartan Stores, without the other party’s prior written consent, shall commit to or allow its Subsidiaries to commit to any of the actions described in the foregoing clause (i). (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.5 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b), so long as such party has, prior to such termination, complied, in all material respects, with its obligations under this Section 6.5.

Regulatory Matters and Approvals. (a) Each of Nash-Finch the Buyer and Spartan Stores will (i) the Company will, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than seven ten Business Days following the execution and delivery of this Agreement, (i) if required under applicable Law, file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated by this Agreement and any information required to be provided therewith pursuant to the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) as promptly as practicable and before the expiration of any relevant legal deadline, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws or any other applicable Laws; provided, if a competition filing is required to be made with the European Commission, only the initial draft of such filing shall be made within ten Business Days following execution of this Agreement. Each of Nash-Finch the Buyer and Spartan Stores the Company will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, any Other Antitrust Laws and any other applicable Laws. The Company and the Buyer together will be responsible for all filing fees payable in connection with such filings. (b) Each of Nash-Finch the Buyer and Spartan Stores the Company will use its respective commercially reasonable efforts to obtain promptly any clearance required under the HSR Act, any Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement and will keep each other apprised of the status of any material communications with, and any reasonable inquiries or requests for additional information from, from any Governmental Entity and will comply promptly with any such inquiry or request from any such Governmental Entity. The Buyer agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity or any other party so as to enable the parties to expeditiously close the transactions contemplated by this Agreement (including the Merger), including consenting to any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Entity; provided that the Buyer shall not be required to take any step that if taken would have a Material Adverse Effect (without giving effect to the proviso contained therein) on the Buyer or the business operations of the Company and its Subsidiaries. Subject to the foregoing provision, at the request of Company, the Buyer and its Affiliates will use their respective commercially reasonable efforts to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement. (c) Subject to Section 6.5(a7.4(a), each of Nash-Finch the Buyer and Spartan Stores the Company agrees to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, any Other Antitrust Laws and any other applicable Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing its counsel (i) to inform promptly the other of any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. None of Nash-Finchthe Buyer, Spartan Stores the Company nor any of their respective Affiliates or Representatives will independently contact any Governmental Entity or participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of Spartan Stores the Buyer and its Affiliates or RepresentativesAffiliates, Nash-Finchthe Company, and in the case of Nash-Finch the Company and its Affiliates or RepresentativesAffiliates, Spartan Storesthe Buyer, prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of Nash-Finch the Buyer or Spartan Storesthe Company, as applicable, will be limited to outside antitrust counsel only). (d) In furtherance and not in limitation of this Section 6.5, if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement, including the Merger, as in violation of the HSR Act, any Other Antitrust Laws or any other applicable Law, each of Spartan Stores and Nash-Finch shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such Action 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 transactions contemplated by this Agreement, including the Merger. (e) Notwithstanding the foregoing, in connection with efforts to obtain any clearance required under the HSR Act, Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement, (i) in no event shall “commercially reasonable efforts” of either Nash-Finch or Spartan Stores include entering into a consent decree or other commitment containing, as applicable, Nash-Finch’s or Spartan Stores’ agreement to hold separate or divest any of its or its Subsidiaries’ assets, facilities, properties or businesses, or agreeing to any limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, (ii) in no event shall Nash-Finch or its Subsidiaries or Spartan Stores or its Subsidiaries be required to take any of the actions described in the foregoing clause (i), and (iii) neither Nash-Finch nor Spartan Stores, without the other party’s prior written consent, shall commit to or allow its Subsidiaries to commit to any of the actions described in the foregoing clause (i). (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.5 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b), so long as such party has, prior to such termination, complied, in all material respects, with its obligations under this Section 6.5.

Regulatory Matters and Approvals. (a) Each of Nash-Finch the Buyer and Spartan Stores will (i) the Company will, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than seven ten Business Days following the execution and delivery of this Agreement, if required under applicable Law, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the transactions contemplated by this Agreement and any supplemental information required to be provided requested in connection therewith pursuant to the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) as promptly as practicable and before the expiration of any relevant legal deadline, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws or any other applicable Laws. Each of Nash-Finch the Buyer and Spartan Stores the Company will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, Act and any Other Antitrust Laws and or any other applicable Laws. The Company and the Buyer will each pay fifty percent (50%) of the filing fees payable in connection with such filings and any local counsel fees. (b) Each of Nash-Finch the Buyer and Spartan Stores the Company will use its respective commercially reasonable best efforts to promptly obtain promptly any clearance required under the HSR Act, Act and any Other Antitrust Laws and any or other applicable Laws for the consummation of the transactions contemplated by this Agreement and will keep each other apprised of the status of any material communications with, and any reasonable inquiries or requests for additional information from, from any Governmental Entity and will comply promptly with any such inquiry or request request. Notwithstanding anything to the contrary in this Agreement, the Buyer will not be required to agree to any condition that (i) seeks to prohibit or limit the ownership or operation by the Company or the Buyer or any of their Affiliates of a material portion of the business or assets of the Company, the Buyer or any of their Affiliates, or to compel the Company, the Buyer or any of their Affiliates to dispose of or hold separate any material portion of their business or assets as a result of the Merger or any other transaction contemplated hereunder, (ii) seeks to impose limitations on the ability of the Buyer to acquire, hold, or exercise full rights of ownership of any Company Shares, including the right to vote the Company Shares purchased by it on all matters properly presented to the stockholders of the Company, (iii) seeks to prohibit the Buyer or any of its Subsidiaries from effectively controlling in any such Governmental Entitymaterial respect the business or operations of the Buyer, the Company and their Affiliates or (iv) otherwise would reasonably be expected to have a Material Adverse Effect. (c) Subject to Section 6.5(a), each Each of Nash-Finch the Buyer and Spartan Stores the Company agrees to instruct their its respective outside counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, Act and any Other Antitrust Laws and any or other applicable Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing its outside counsel (i) to promptly inform promptly the other of any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. None of Nash-Finchthe Buyer, Spartan Stores the Company nor any of their respective Affiliates or Representatives will independently contact any Governmental Entity or participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of Spartan Stores the Buyer and its Affiliates or RepresentativesAffiliates, Nash-Finchthe Company, and in the case of Nash-Finch the Company and its Affiliates or RepresentativesAffiliates, Spartan Storesthe Buyer, prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of Nash-Finch the Buyer or Spartan Storesthe Company, as applicable, will be limited to outside antitrust counsel only). (d) In furtherance and not in limitation of this Section 6.5, if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement, including the Merger, as in violation of the HSR Act, any Other Antitrust Laws or any other applicable Law, each of Spartan Stores and Nash-Finch shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such Action 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 transactions contemplated by this Agreement, including the Merger. (e) Notwithstanding the foregoing, in connection with efforts to obtain any clearance required under the HSR Act, Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement, (i) in no event shall “commercially reasonable efforts” of either Nash-Finch or Spartan Stores include entering into a consent decree or other commitment containing, as applicable, Nash-Finch’s or Spartan Stores’ agreement to hold separate or divest any of its or its Subsidiaries’ assets, facilities, properties or businesses, or agreeing to any limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, (ii) in no event shall Nash-Finch or its Subsidiaries or Spartan Stores or its Subsidiaries be required to take any of the actions described in the foregoing clause (i), and (iii) neither Nash-Finch nor Spartan Stores, without the other party’s prior written consent, shall commit to or allow its Subsidiaries to commit to any of the actions described in the foregoing clause (i). (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.5 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b), so long as such party has, prior to such termination, complied, in all material respects, with its obligations under this Section 6.5.