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

Governmental Approvals and Third Party Consents. (a) Except for (i) filing of notices and expiration or early termination of the related waiting periods under the HSR Act, and (ii) filings of applications and notices with, and receipt of approvals or non-objections from, FINRA (collectively, the “Company Required Regulatory Approvals”), no notices, reports or other filings are required to be made by Parent, Seller or the Company with, nor are any Governmental Authorizations or Self-Regulatory Organization Authorizations required to be obtained by Parent, Seller or the Company from, any Governmental Authority or Self-Regulatory Organization in connection with the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement or the Transition Services Agreement, except for those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Other than the consents that would be required under applicable Law to be obtained from the clients of the Company or any of its Subsidiaries under any Client Investment Advisory Contract or the consents to be obtained under any Contracts that will terminate pursuant to Section 5.8(b) hereof, Section 3.4(b) of the Seller Disclosure Schedule sets forth a list of the Company Material Contracts, pursuant to which consents or waivers are desirable to be obtained from any Person other than a Governmental Authority or a Self-Regulatory Organization in connection with the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Transition Services Agreement by Parent, Seller, the Company and the Company’s Subsidiaries, in each case only to the extent that any of such Persons is a party hereto or thereto, as applicable (collectively, such consents and waivers, the “Company Required Third Party Consents”).

Governmental Approvals and Third Party Consents. (a) Except for Acquiror shall use commercially reasonable efforts to obtain as promptly as practicable all authorizations, consents, orders and approvals of all Governmental Authorities (iincluding any Housing Authority) filing of notices and expiration any third party (including any lender under an Existing Loan, any Third-Party GP, any Tax Credit Investor or early termination of other direct or indirect beneficial owner in an Operating Partnership) that may be or may become necessary, proper or advisable to consummate or make effective the related waiting periods under transactions contemplated by the HSR ActTransaction Agreements, and (ii) filings each of applications Acquiror and notices withParent shall take all commercially reasonable actions as may be requested by any such Governmental Authorities or third parties to obtain such authorizations, consents, orders and approvals. Acquiror, Parent and the Seller Parties shall reasonably cooperate in connection with Acquiror’s obtaining as promptly as practicable all such authorizations, consents, orders and approvals, and receipt of Parent shall use commercially reasonable efforts to submit, or to cause to be submitted, any filings, requests or applications for such authorizations, consents, orders and approvals or non-objections from, FINRA (collectively, the “Company Required Regulatory Approvals”), no notices, reports or other filings that are required to be made by Parent, a Seller Party, a Target Entity or an Operating Partnership. Neither Parent nor Acquiror shall take or cause to be taken any action that they are aware or should reasonably be aware would have the Company witheffect of delaying, impairing or impeding the receipt of any such required authorizations, consents, orders or approvals. The parties hereto agree that any payments to obtain the authorizations, consents, orders and approvals contemplated by this Section 6.05(a) shall be borne by Acquiror; provided that (i) Acquiror may elect not to obtain the same and instead make the applicable Transferred Asset subject to Section 2.12(c), (ii) neither Parent nor are any Governmental Authorizations of its Affiliates shall charge an “assumption,” “transfer,” “review” or Self-Regulatory Organization Authorizations similar fee with respect to any Existing Loan Consents (but without limitation of any such fees required to be obtained paid to any third-party Existing Lender or third-party servicer under any Existing Loan) and (iii) without the prior consent of Acquiror, neither Parent nor any of its Affiliates shall make any payments (unless borne solely by ParentParent in accordance with Section 6.05(f) below), Seller cause any Transferred Subsidiary or Operating Partnership to incur any liability or otherwise encumber any of the Transferred Assets, Transferred Subsidiaries or Operating Partnerships in connection with obtaining any of the authorizations, consents, orders and approvals contemplated by this Section 6.05(a). (b) Without limiting the generality of Section 6.05(a), the parties hereto shall as promptly as reasonably practicable (which shall in no event be later than thirty (30) days after the date hereof) make or cause their respective Affiliates, where applicable, to make all filings and notifications with all Governmental Authorities (excluding Housing Authorities and any lender which is a Governmental Authority and any filing that may be required under any antitrust or competition Law or by any Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws, which, if required, shall be made as soon as reasonably practicable, but in any event prior to September 30, 2021) that may be or may become reasonably necessary, proper or advisable under the Transaction Agreements and applicable Laws to consummate and make effective the transactions contemplated by the Transaction Agreements. Parent and Acquiror each shall supply promptly any additional information and documentary material that may be reasonably requested pursuant to applicable Laws; provided no party shall be required to furnish any information if based on the advice of such party’s counsel, or such party’s reasonable determination, the furnishing of such information will violate applicable Law. (c) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.05, each of Parent and Acquiror shall take or cause to be taken the following actions: (i) the prompt provision to a Governmental Authority of non-privileged information, documents or testimony requested by such Governmental Authority that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements, provided no party shall be required to furnish any information if based on the advice of such party’s counsel, or such party’s reasonable determination, the furnishing of such information will violate applicable Law; (ii) the prompt use of commercially reasonable efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit the Closing; and (iii) the prompt use of commercially reasonable efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, any and all commercially reasonable steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by the Transaction Agreements, including cooperating with each other to determine any applicable Transferred Assets that can be deemed Excluded Assets, provided that the consideration payable with respect to such Excluded Assets, in the aggregate, is de minimis in comparison to the Purchase Price. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.05 or elsewhere shall require the Acquiror or any of its Affiliates to take any action with respect to itself, any of its Affiliates, the Transferred Assets, the Transferred Subsidiaries or their Affiliates including but not limited to (x) selling or otherwise disposing of, or holding separate, any business, assets or properties, (y) terminating or creating any relationships, contractual rights, obligations or other arrangement, or (z) effecting any other change or restructuring, of Acquiror or its Affiliates, the Transferred Assets, or the Company fromTransferred Subsidiaries (each, a “Divestiture or Burden”). Parent and Seller Parties shall not and shall not permit any Target Entity, Transferred Subsidiary or any Affiliate of the foregoing or any Person under the authority of any Parent or Seller Parties to request, cause or approve any Seller Party or any Transferred Subsidiary to agree to any Divestiture or Burden without the prior written consent of Acquiror. Each party shall have sole responsibility for its respective filing fees associated with filings with Governmental Authorities (and if applicable Law does not stipulate the party responsible for such filing fee, the fee shall be shared equally by Seller and Acquiror). (d) Subject to applicable Laws relating to the sharing of information, (i) each of Parent and Acquiror shall promptly notify one another of any communication it receives from any Governmental Authority and permit the other party to review in advance any proposed communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or Self-Regulatory Organization members of the staff of any Governmental Authority, on the other hand, in connection each case to the extent relating to the matters that are the subject of this Agreement, subject to the terms of Section 6.04 (with such redactions as such party deems reasonable to make relating to information it deems confidential or proprietary) and (ii) neither party shall agree to participate in any meeting or discussion with any Governmental Authority relating to the matters that are the subject of this Agreement unless it consults with the executionother party in advance and, delivery to the extent permitted by such Governmental Authority, allows the other party to participate in such meeting or discussion; provided, that the foregoing clauses (i) and performance of, and (ii) shall not apply with respect to routine communications with Housing Authorities regarding requests for consent of such Housing Authorities to the consummation of the transactions contemplated by, by this Agreement or except to the Transition Services Agreement, except for those that extent requested by Parent. Subject to the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Other than the consents that would be required under applicable Law to be obtained from the clients of the Company or any of its Subsidiaries under any Client Investment Advisory Contract or the consents to be obtained under any Contracts that will terminate pursuant Confidentiality Agreement and to Section 5.8(b) hereof6.02(c), Section 3.4(b) of Parent and Acquiror shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Seller Disclosure Schedule sets forth a list of the Company Material Contracts, pursuant to which consents or waivers are desirable to be obtained from any Person other than a Governmental Authority or a Self-Regulatory Organization party may reasonably request in connection with the executionforegoing; provided, delivery however, that the foregoing shall not require either party or their respective Affiliates (i) to disclose any information that in the reasonable judgment of such party or any of their respective Affiliates (as the case may be) is proprietary or would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information or confidential competitive information of such party or any of their respective Affiliates; and performance ofprovided, further, that notification obligations with respect to communications received from a Tax Authority, as well as the rights and the consummation obligations of the transactions contemplated byparties hereto with respect to any Tax audit or administrative or court proceeding related to Taxes, shall be governed solely by Section 7.02. Neither party hereto shall be required to comply with any provision of this Agreement and the Transition Services Agreement by Parent, Seller, the Company and the Company’s Subsidiaries, in each case only Section 6.05(d) to the extent that such compliance would be prohibited by applicable Law. (e) Acquiror (with Parent’s cooperation) shall (i) as promptly as reasonably practicable after the date hereof, file all notices and applications with any of Housing Authorities, lenders or third parties (excluding filings subject to Section 6.05(b)) for any known consents required to consummate the transactions contemplated by this Agreement; and (ii) promptly and timely deliver all documents, certifications, information, representations, agreements and other materials reasonably required to obtain such Persons is consents. (f) Parent shall not be required to compensate any third party, commence or participate in litigation, incur any liability or offer or grant any accommodation (financial or otherwise) to any third party to obtain any consent or approval required to complete the transactions contemplated by this Agreement (each, a party hereto “Transaction Accommodation”) and Parent shall not grant any such Transaction Accommodation without Acquiror’s prior written consent unless the Transaction Accommodation would not (i) result in Acquiror or thereto, as applicable (collectively, such consents and waivers, the “Company Required Third Party Consents”).any Transferred Subsidiary or Operating Partnership incurring any liability,

Governmental Approvals and Third Party Consents. (a) Except Each party hereto shall, as promptly as possible, use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from, and provide, or cause to be provided, all notices to, all Governmental Authorities and Antitrust Authorities that may be or become necessary for (iits execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement, including, without limitation, the approvals, consents and/or notices set forth on Schedules 6.02(a)(i) filing of notices and expiration or early termination of the related waiting periods under the HSR Act, and (ii) filings of applications the Company Disclosure Schedule (the “Required Approvals and Filings”). Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain or provide all such consents, notices withauthorizations, orders and approvals. The parties hereto shall not take any action that will have the effect of delaying, impairing or impeding the receipt of approvals or non-objections fromany required consents, FINRA (collectively, the “Company Required Regulatory Approvals”), no notices, reports or other filings are required authorizations, orders and approvals. Each party hereto agrees to be made make an appropriate filing pursuant to the HSR Act and all Required Approvals and Filings with respect to the transactions contemplated by Parent, Seller or this Agreement within ten (10) Business Days after the Company with, nor are any Governmental Authorizations or Self-Regulatory Organization Authorizations required date hereof and to be obtained by Parent, Seller or supply as promptly as practicable to the Company from, any appropriate Governmental Authority or Self-Regulatory Organization any additional information and documentary material that may be requested pursuant to the HSR Act and in connection with such Required Approvals and Filings, as applicable. Notwithstanding any other provision of this Agreement to the executioncontrary, delivery and performance ofin no event shall the Buyer have any obligation to (A) propose, and negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the consummation sale, divestiture or other disposition of any assets or businesses of the transactions contemplated byBuyer, this Agreement the Business or any of their Subsidiaries or Affiliates or (B) otherwise take or commit to take any actions that would limit the Transition Services Agreementfreedom of the Buyer, except for those that the failure Business, or any of their Subsidiaries or Affiliates, with respect to, or their ability to make retain or obtain are notoperate, their businesses or assets, in the case of each of clauses (A) and (B), if any such action would reasonably be expected to, individually or in the aggregate, impact Buyer, the Company or their respective Subsidiaries in a manner or amount that is material relative to the value of the Company and the Company Subsidiaries, taken as a whole; provided, however, that the Buyer can compel the Company to take any of the actions referred to above (or agree to take such actions) if such actions are only effective from and after the Closing. The fees associated with any appropriate filings made pursuant to the HSR Act shall be paid by the Buyer. Notwithstanding anything to the contrary, the Purchaser agrees not to, and shall cause its Affiliates not to, file any application to form a new title agency prior to the Closing to the extent the formation thereof would reasonably likely be expected to have a Material Adverse Effectdelay the obtaining of, or result in not obtaining, any Required Approvals and Filings. (b) Other To the extent not prohibited by applicable Law, the Buyer and the Seller shall each keep the other apprised of the status of matters relating to the completion of the Sale and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, orders or approvals of, or any exemptions by, any Governmental Authority or Antitrust Authority. To the extent not prohibited by applicable Law and subject to the NDA, all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals (in each case, whether written or oral) made by or on behalf of either party before any Antitrust Authority or the staff or regulators of any Antitrust Authority or to any Governmental Authority or the staff or regulators of any Governmental Authority in connection with the Required Approvals and Filings, in connection with the transactions contemplated hereunder shall be disclosed to the other party hereunder in advance of any filing, submission or attendance with sufficient time to permit the other party to review and discuss in advance, and the parties will promptly 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 (in each case, whether written or oral). To the extent not prohibited by applicable Law and subject to the NDA, each party shall give prior written notice to the other party with respect to any formal meeting, discussion, appearance or contact with any Antitrust Authority or the staff or regulators of any Antitrust Authority or to any Governmental Authority or the staff or regulators of any Governmental Authority in connection with the Required Approvals and Filings, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. No party shall participate in any meeting with any Governmental Authority or Antitrust Authority in connection with this Agreement or the transactions contemplated hereby, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority or Antitrust Authority, gives the other party the opportunity to attend and participate thereat. To the extent not prohibited by applicable Law and subject to the NDA, each party shall furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority or Antitrust Authority or other such Person. The Buyer and the Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/corporate in-house counsel only.” Such designated materials, and the information contained therein, shall be given only to the outside legal counsel and corporate in-house counsel of the recipient involved in the transactions contemplated by this Agreement and shall not be disclosed by such outside counsel and corporate in-house counsel to employees (other than corporate in-house counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Buyer or the Seller, as the case may be) or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege concerns. (c) The Seller and the Buyer will have joint control of all decisions, strategies, communications and timing with respect to the Required Approvals and Filings; provided that in the event of any disagreement between the Seller and the Buyer with respect to such matters, the Buyer and the Seller shall use good faith to resolve such disagreement, and if despite good faith negotiation, the parties nevertheless disagree, the Buyer shall direct the process of obtaining such Required Approvals and Filings. (d) The Seller, in consultation with the Buyer, shall use commercially reasonable efforts to give all notices to, and obtain all consents that would be from, third parties to the extent required under applicable Law the terms of any Material Contract to be obtained from the clients of which the Company or any of its Subsidiaries under any Client Investment Advisory Contract or the consents to be obtained under any Contracts that will terminate pursuant to Section 5.8(b) hereof, Section 3.4(b) of the Seller Disclosure Schedule sets forth Company Subsidiary is a list of the Company Material Contracts, pursuant to which consents or waivers are desirable to be obtained from any Person other than a Governmental Authority or a Self-Regulatory Organization party in connection with the execution, delivery and performance oftransactions contemplated by this Agreement, and the consummation of the transactions contemplated by, this Agreement Seller and the Transition Services Agreement by Parent, Seller, the Company Buyer shall provide each other with such assistance and the Company’s Subsidiaries, in each case only information as is reasonably required to the extent that any of obtain such Persons is a party hereto or thereto, as applicable (collectively, such consents and waivers, the “Company Required Third Party Consents”)approvals.

Governmental Approvals and Third Party Consents. (a) Except Each Party shall, as promptly as possible, use its 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 (i) filing its execution and delivery of notices this Agreement and expiration the performance of its obligations pursuant to this Agreement and the other Transaction Documents. 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 shall not willfully take any action that will have the effect of delaying, impairing or early termination of impeding the related waiting periods under the HSR Act, and (ii) filings of applications and notices with, and receipt of approvals or non-objections fromany required consents, FINRA (collectivelyauthorizations, the “Company Required Regulatory Approvals”), no notices, reports or other filings are required to be made by Parent, Seller or the Company with, nor are any Governmental Authorizations or Self-Regulatory Organization Authorizations required to be obtained by Parent, Seller or the Company from, any Governmental Authority or Self-Regulatory Organization in connection with the execution, delivery orders and performance of, and the consummation of the transactions contemplated by, this Agreement or the Transition Services Agreement, except for those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effectapprovals. (b) Other than the consents that would Seller shall be required under applicable Law to be obtained from the clients responsible for payment of the Company or filing fees applicable to any of its Subsidiaries under any Client Investment Advisory Contract or the consents to be obtained under any Contracts that will terminate pursuant to Section 5.8(b) hereof, Section 3.4(b) of the Seller Disclosure Schedule sets forth a list of the Company Material Contracts, pursuant to which consents or waivers are desirable to be obtained from any Person other than a Governmental Authority or a Self-Regulatory Organization filings (if any) required in connection with the executionperformance of this Section 6.04. (c) All analyses, delivery and performance ofappearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the consummation staff or regulators of any Governmental Authority, in connection with the transactions contemplated byhereunder (but, this Agreement for the avoidance of doubt, not including any interactions between Seller or Buyer 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. (d) Seller and the Transition Services Agreement by ParentCompany (as the case may be) shall use their commercially reasonable efforts to give all notices to, Sellerand obtain all consents from, all third parties that are described in Section 4.03 of the Disclosure Schedule, if any; provided, however, that neither Seller nor the Company and the Company’s Subsidiaries, in each case only shall be obligated to the extent that pay any of such Persons consideration therefor to any third party from whom consent or approval is a party hereto or thereto, as applicable (collectively, such consents and waivers, the “Company Required Third Party Consents”)requested.