Common use of Government Approvals and Consents Clause in Contracts

Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada Approvals) required under any Law applicable to such party or any of its Affiliates; and (ii) use 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 Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.03(a) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Agreement has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval, authorization or amendment necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Selling Parties shall, subsequent to the Closing, use their best efforts to cooperate with Buyer and the Company in attempting to obtain such consent, approval, authorization or amendment as promptly thereafter as practicable. If such consent, approval, authorization or amendment cannot be obtained, the Selling Parties shall use their reasonable best efforts to provide the Buyer and the Company with the rights and benefits of the affected Contract or Lease for the term thereof, and, if the Selling Parties provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of the Company or the Buyer before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the MSA Approval and the Nevada Approvals and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Company with Governmental Authorities in the 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 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. 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 such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 7.03 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its reasonable best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada ApprovalsState Approval) required under any Law applicable to such party or any of its Affiliates; and (ii) use 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 Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.03(a7.01(a) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA State Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Agreement has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval, authorization or amendment necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Selling Parties shall, subsequent to the Closing, use their best efforts to cooperate with Buyer and the Company in attempting to obtain such consent, approval, authorization or amendment as promptly thereafter as practicable. If such consent, approval, authorization or amendment cannot be obtained, the Selling Parties shall use their reasonable best efforts to provide the Buyer and the Company with the rights and benefits of the affected Contract or Lease for the term thereof, and, if the Selling Parties provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of the Company or the Buyer before any Governmental Authority or the staff or regulators Regulators of any Governmental Authority, in connection with the MSA State Approval and the Nevada Approvals and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Company with Governmental Authorities in the 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 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. 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 Regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 7.03 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its best efforts to obtain the approval Each of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto Seller Parties shall, as promptly as possible, (ia) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada Approvals) required under any Law applicable to such party Person or any of such Person’s Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents and the performance of its Affiliates; obligations pursuant hereto and thereto, (iib) use reasonable best efforts to enable Buyer to obtain, or cause to be obtained, and assist and cooperate with Buyer in its efforts to obtain, to the extent not included in the Purchased Assets, all consents, authorizations, orders Permits and approvals from all Governmental Authorities Orders that may be be, or become necessary necessary, for its execution the operation by Buyer of the Business as currently conducted and delivery of this Agreement as currently proposed to be conducted and the performance ownership of the Purchased Assets, and (c) use its obligations pursuant reasonable best efforts to this Agreement give all notices to, and the Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consentsconsents from, authorizationsall third parties that are described in Section 4.03 of the Disclosure Schedules. In furtherance of the foregoing, orders, and approvals. The parties hereto (x) none of the Seller Parties shall not willfully take any action that will could reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such required consents, authorizations, orders Permits or Governmental Orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10y) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.03(a) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrainSeller Parties agrees that, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event that any such Permit or Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Agreement has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval, authorization or amendment necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Selling Parties shall, subsequent to the Closing, use their best efforts to cooperate with Buyer and the Company in attempting to obtain such consent, approval, authorization or amendment as promptly thereafter as practicable. If such consent, approval, authorization or amendment cannot be obtainedobtained by Buyer, the Selling Parties such Seller Party shall use their its reasonable best efforts to provide the Buyer and the Company with the rights and benefits of the affected Contract or Lease for the term thereof, and, if the Selling Parties a Seller Party provides such rights and benefits, the Company Buyer shall assume all the related obligations and burdens thereunder. thereunder (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of the Company or the Buyer before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the MSA Approval and the Nevada Approvals and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed except to the other party hereunder in advance of any filing, submission or attendance, it being the intent extent 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. Each party shall give notice to the other party with respect to any meeting, discussion, appearance obligation or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 7.03 shall require, or be construed to require, Buyer or any of its Affiliates to agree to burden (i) sell, hold, divest, discontinue arises out of or limit, before relates to a breach by any Seller Party or after the Closing Date, any assets, businesses its Affiliates or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreementconstitutes an Excluded Liability).

Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its reasonable best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement applicable to such party as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada Approvals) required under any Law applicable to such party or any of its AffiliatesAffiliates (if required in connection with the transactions contemplated hereby); and (ii) use 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 Agreement, and the performance of its obligations pursuant to this Agreement and the Ancillary AgreementsAgreement. Each party shall cooperate fully with the other party party(ies) and its or their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.03(a6.03(a) above, each of the applicable parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Agreement has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval, authorization or amendment necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Selling Parties Member shall, subsequent to the Closing, use their best efforts to cooperate with Buyer and the Company in attempting to obtain such consent, approval, authorization or amendment as promptly thereafter as practicable. If such consent, approval, authorization or amendment cannot be obtained, the Selling Parties shall use their reasonable best efforts to provide the Buyer and the Company with the rights and benefits of the affected Contract or Lease for the term thereof, and, if the Selling Parties provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of the Member, the Company or the Buyer before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the MSA Approval and the Nevada Approvals and any approvals required to be obtained hereunder by such party from a Governmental Authority with respect to the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Member or the Company with Governmental Authorities in the 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 parties hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one anothereach other, and consider in good faith the views of one anothereach other party, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give written notice to the other party parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 7.03 6.03 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company Company, or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Buyer Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party Party hereto shall use its reasonable best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party Party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada ApprovalsRegulatory License Approval) required under any Law applicable to such party Party or any of its Affiliates; and (ii) use 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 Ancillary Agreements. Each party Party shall cooperate fully with the other party Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval. (b) Without limiting the generality of the partiesParties’ undertakings pursuant to Section 7.03(a6.03(a) above, each of the parties Parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA Regulatory License Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event any Governmental Order adversely affecting the ability of the parties Parties to consummate the transactions contemplated by this Agreement or any Ancillary Agreement has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval, authorization or amendment necessary to preserve any right or benefit under any Contract or Lease to which the any Target Company is a party is not obtained prior to the Closing, the Selling Parties Sellers’ Representative shall, subsequent to the Closing, use their best efforts to cooperate with Buyer ParentCo and the Acquiror and such Target Company in attempting to obtain such consent, approval, authorization or amendment as promptly thereafter as practicable. If such consent, approval, authorization or amendment cannot be obtained, the Selling Parties Sellers shall use their reasonable best efforts to provide the Buyer and the such Target Company with the rights and benefits of the affected Contract or Lease for the term thereof, and, if the Selling Parties provides Sellers provide such rights and benefits, the such Target Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of the Company or the Buyer either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the MSA Regulatory License Approval and the Nevada Approvals and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or the Company Target Companies with Governmental Authorities in the 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 Party hereunder in advance of any filing, submission or attendance, it being the intent that the parties 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. Each party Party shall give notice to the other party Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 7.03 6.03 shall require, or be construed to require, Buyer ParentCo, Acquiror or any of its their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of BuyerParentCo, Acquiror, the Company Target Companies or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Company Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer ParentCo or Acquiror of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement. (f) Each Party hereto shall, as promptly as possible, (i) use commercially reasonable efforts to make, or cause or be made, all filings and submissions required under any Law applicable to such Party or any of its Affiliates; (ii) use commercially reasonable 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. Each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this AgreementAgreement (including Section 7.01 above), each party hereto shall use its reasonable best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or to be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada ApprovalsRegulatory Approval) required under any Law applicable to such party or any of its Affiliates; and (ii) use 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 Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval. (b) Without limiting the generality of the parties’ undertakings pursuant to Section 7.03(a7.02(a) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding the MSA Regulatory Approval and the Nevada Approvals and the transactions contemplated by this Agreement or any Ancillary Agreement; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Agreement; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Agreement has been issued, to have such Governmental Order vacated or lifted. (c) If any consent, approval, authorization or amendment necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Selling Parties shall, subsequent to the Closing, use their best efforts to cooperate with Buyer and the Company in attempting to obtain such consent, approval, authorization or amendment as promptly thereafter as practicable. If such consent, approval, authorization or amendment cannot be obtained, the Selling Parties shall use their reasonable best efforts to provide the Buyer and the Company with the rights and benefits of the affected Contract or Lease for the term thereof, and, if the Selling Parties provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of the Company or the Buyer before any Governmental Authority or the staff or regulators Regulators of any Governmental Authority, in connection with the MSA Regulatory Approval and the Nevada Approvals and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Company with Governmental Authorities in the 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 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. 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 Regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 7.03 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.