Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall provide prompt notification to Investor when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSeller Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentSeller Documents. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsSeller Documents.

Regulatory and Other Approvals. At all timesEach of the Seller Parties shall, and the Company shall cause each of the Company and the Company's Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any and other Person Persons required of the Company or any Subsidiary on its part to consummate the transactions contemplated hereby by this Agreement and by the Operative AgreementsTransaction Documents, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities Authority or other Persons as Investor the Purchaser or any such Governmental or Regulatory Authorities Authority or other Persons Person may reasonably request and (c) cooperate with Investor the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or and other Persons required on the part of Investor the Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment this Agreement and the Charter AmendmentTransaction Documents. The Company Each of the Seller Parties shall provide prompt notification to Investor the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise Investor the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or Seller, including without limitation any Subsidiary consents required with respect to Seller’s interests in Assumed Contracts, to consummate the transactions contemplated hereby and by the Operative Related Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Buyer or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Buyer as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Buyer to consummate the transactions contemplated hereby and by the Operative Related Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Buyer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Buyer of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Related Agreements. Seller knows of no reason relating to Seller why the approvals, consents or waivers of governmental authorities required to complete the transactions contemplated hereby will not be obtained in a timely manner.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best effortsfaith, to, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.3 and 2.6 2.4 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Schedules 3.3 and 2.6 of the Disclosure Schedule3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, The Company shall and shall cause each of the Company and the Subsidiaries shall Subsidiary to (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement, the Commitment Letter and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleCredit Agreement, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor the Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor the Purchaser to consummate the transactions contemplated hereby and by the Operative Agreementsthis Agreement, the By-Laws Amendment Transaction Documents, the Tender Offer Materials, the Merger Agreement, the Commitment Letter and the Charter AmendmentCredit Agreement. The Company shall will provide prompt notification to Investor the Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement or any of the Operative AgreementsCredit Agreement.

Regulatory and Other Approvals. At all timesThe Equityholders shall, each of and shall cause the Company and the Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best diligent efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Equityholders will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall The Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best effortsfaith, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, Transaction Documents; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request; (c) cooperate with Investor the Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents; and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor a designated Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) During the Interim Period, each Party shall cooperate with the other Parties and shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to take or cause to be taken all necessary actions, and do or desirable steps and proceed diligently and in good faith and use cause to be done all things, necessary, proper or advisable to consummate the Contemplated Transactions, including (i) making or causing to be made the filings required of such Party or any of its best effortsAffiliates by Law with respect to the Contemplated Transactions, as promptly as is reasonably practicable (and, with respect to the HSR Act, in any event within 15 days after the Signing Date), (ii) cooperating with the other Parties and furnishing to the other Parties all information in such Party’s possession that is necessary in connection with such other Parties’ filings, (iii) causing the expiration or termination of the notice or waiting periods under the HSR Act and any other Laws with respect to the Contemplated Transactions as promptly as is reasonably practicable after the Signing Date, (iv) promptly informing the other Parties of any substantive communication from or to, and any proposed understanding or agreement with, any Governmental Body with respect to any such filings, and permitting the other Parties to review in advance any proposed communication by such Party to any Governmental Body with respect to any such filings, (v) consulting and cooperating with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or submitted by or on behalf of any Party in connection with any meetings or communications with, or Proceedings involving, any Governmental Body with respect to any such filings, (vi) complying, as promptly as is reasonably practicable, to obtain all consents, approvals with any requests received from a Governmental Body by such Party or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities any of its Affiliates under the HSR Act or any other Person required Laws for additional information, documents or other materials with respect to any such filings, (vii) resolving any formal or informal objections of any Governmental Body with respect to any such filings or the Company Contemplated Transactions and (viii) contesting any threatened preliminary or permanent injunction or other Law, order or Proceeding that would adversely affect the ability of any Subsidiary Party to consummate the transactions contemplated hereby and by Contemplated Transactions (which, for the Operative Agreementsavoidance of doubt, including those described shall exclude the initiation of any Proceedings against any Governmental Body or any other Person). Notwithstanding the foregoing, nothing in Sections 2.5 and 2.6 this Section 6.4 or otherwise in this Agreement or the other Transaction Documents shall require any Party to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses of the Disclosure SchedulePlains Parents, (b) provide such other information and communications to such Governmental Oryx or Regulatory Authorities their respective Affiliates or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate otherwise take any action that limits the freedom of action with Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices respect to, Governmental or Regulatory Authorities or other Persons required of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall provide prompt notification to Investor when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor ability of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding to retain any of the transactions contemplated by this Agreement businesses, product lines or any of assets of, the Operative AgreementsPlains Parents, Oryx, or their respective Affiliates.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSECTIONS 3.03 AND 3.04 OF THE DISCLOSURE SCHEDULE hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Sellers, the Company and the Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSchedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Seller, the Company and the Subsidiary in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller, the Company or the Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all timesLove will, each of and will cause the Company and the Subsidiaries shall to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Love, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSECTIONS 2.06 AND 2.07 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Love will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSeller Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentSeller Documents. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsSeller Documents.

Regulatory and Other Approvals. At all timesThe Sellers shall, each of and shall cause the Company and the Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best diligent efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps Prior to the Standby Closing, the Company, will, and will cause the Subsidiaries to, proceed diligently and in good faith and use its best their commercially reasonable efforts, as promptly as practicable, to (i) obtain all consents, approvals approvals, or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 as a result of the Disclosure Schedule, Transactions; (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request be requested in order for the Company and the Subsidiaries to obtain any such necessary consent, approval, or action; and (ciii) cooperate with Investor the several Purchasers as promptly as practicable in obtaining all consents, approvals approvals, or actions of, making all filings with with, and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor referred to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmentin Section 4.01(b). The Company shall will provide prompt notification to Investor the several Purchasers when any such consent, approval, action, filing filing, or notice referred to in clause (ai) above is obtained, taken, made made, or given, as applicable, and will advise Investor the several Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any such consent, approval, action, filing, or notice of the transactions Transactions. Nothing in this Agreement will preclude the Company and the Subsidiaries from terminating this Agreement pursuant to Article 8 or taking any other actions expressly permitted under this Agreement; provided that the fee payable pursuant to Section 8.02 is paid to the several Purchasers if and to the extent contemplated by this Agreement or any of the Operative AgreementsSection 8.02.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Sellers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor a designated Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all timesSubject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and Parent will use its best effortscommercially reasonable efforts to, as promptly as practicable, to (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person public or private third parties required of Parent, the Company or any Subsidiary of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons public or private third parties as Investor the other party or such Governmental or Regulatory Authorities or other Persons public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings (if any) required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, and (cz) cooperate with Investor as promptly as practicable the other party in obtaining all consents, approvals or actions of, making all connection with such party’s filings under the HSR Act and in connection with and giving all notices to, Governmental or Regulatory Authorities resolving any investigation or other Persons required of Investor to consummate inquiry concerning the transactions contemplated hereby and by Merger or the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall provide prompt notification to Investor when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the Operative Agreementsmaterial businesses or assets of the Company.

Regulatory and Other Approvals. At all timesSeller will, each of and will cause the Company and the Subsidiaries shall Subsidiary to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Seller, the Company or any the Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 2.06 and 2.6 2.07 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all timesThe Sellers will, and will cause the Company, the PRC WFOE and each of the Company and the Subsidiaries shall Related Entity to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Sellers, the Company Company, the PRC WFOE or any Subsidiary Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Sellers, the By-Laws Amendment Company, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Section 2.03(b) and 2.6 Section 2.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall The Shareholders will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best effortscommercially reasonable efforts to, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Shareholders to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedulehereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Shareholders will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by LawLaw or confidentiality obligations with respect thereto, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement Agreement. In using commercially reasonable efforts under this Agreement, neither the Shareholders nor the Company shall be required to make any material payments to any Governmental or Regulatory Authorities or to any of the Operative Agreementsother Person.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (ai) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Agreements to which it is a party, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) cooperate with Investor the Company and its Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor the Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Agreements to which it is a party. The Company shall Purchaser will provide prompt notification to Investor the Company when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Investor the Company of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Agreements to which it is a party.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 2.3 and 2.6 2.4 of the Seller Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser and Parent in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser or Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Seller will provide prompt notification to Investor Purchaser and Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) The Company will (i) take all reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its their best efforts, as promptly as practicable, to (A) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (B) maintain all Contracts and Permits in Sections 2.5 full force and 2.6 effect upon and after the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (ciii) cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Parent of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each Each of the Company Seller and the Subsidiaries shall Parent will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSECTIONS 2.03 AND 2.04 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesSeller will, each of the Company and the Subsidiaries shall will cause KAC or SLC to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Seller or the Company or any Subsidiary Businesses to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.06(c) and 2.6 2.07 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) CCA will and will cause API to (i) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicablereasonably practicable to obtain, to obtain in a timely, accurate and complete manner, all consents, approvals or actions of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities or any other Person required of the Company CCA, API or any Subsidiary of their respective Subsidiaries to consummate the transactions contemplated hereby hereby, including, without limitation, the Stock Transfer Consent and by any other consents or approvals required of CCA or API from the Operative Authority pursuant to the Agecroft Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor API 2 or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) cooperate with Investor API 2 as promptly as is reasonably practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor API 2 to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall CCA will provide prompt notification to Investor API 2 when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Investor API 2 of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each Each of the Company Owners, Xxxxxxxxx and the Subsidiaries shall Company will (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any and other Person Persons required of such Owner, Xxxxxxxxx or the Company or any Subsidiary (as the case may be) to consummate the transactions contemplated hereby and by the Operative Agreements, including those required in connection with the Contribution and the Restructuring Transactions and those described in Sections SECTIONS 2.5 and AND 2.6 of the Disclosure ScheduleOF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or and other Persons as any Investor or any such Governmental or Regulatory Authorities Authority or other Persons Person may reasonably request and (c) cooperate with each Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or and other Persons required of such Investor to consummate the transactions contemplated hereby and by the Operative Agreements, . Xxxxxxxxx or the By-Laws Amendment and the Charter Amendment. The Company shall will provide prompt notification to each Investor when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise each Investor of any communications (and, unless precluded by Law, provide each Investor with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesPrior to the Closing, each upon the terms and subject to the conditions of this Agreement, the Company Buyer and the Subsidiaries shall Acquired Company will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities Entities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, including including, without limitation, those described in Sections 2.5 and 2.6 of required under the Disclosure Schedule, HSR Act (b) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other Persons as Investor or such Governmental or Regulatory Authorities Entities or other Persons may reasonably request and (c) cooperate with Investor each other as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities Entities or other Persons required of Investor to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements. In addition, no party hereto shall take any action after the By-Laws Amendment and date hereof that could reasonably be expected to delay the Charter Amendment. The Company shall provide prompt notification to Investor when obtaining of, or result in not obtaining, any such consentpermission, approval, action, filing approval or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with consent from any Governmental or Regulatory Authority Entity or other Person regarding any of the transactions contemplated by required to be obtained prior to Closing. Nothing contained in this Agreement shall require the Acquired Company or any of the Operative AgreementsSeller to pay any consideration to any other Person (other than nominal filing and application fees to Governmental Entities) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requested.

Regulatory and Other Approvals. At all times, each of the Company Xxxxxxx and the Subsidiaries shall Buyer will (a) take all commercially reason-able steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Buyer to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate con-summate the transactions contemplated hereby and by the Operative Ancillary Agreements, the By-Laws Amendment . Xxxxxxx and the Charter Amendment. The Company shall Buyer will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Ancillary Agreements.

Regulatory and Other Approvals. At all timesThe Sellers and Purchaser shall, each of and the Sellers shall cause the Company and the Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best diligent efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company CI Group and the Subsidiaries shall Services Company shall; (ai) take all necessary or desirable desir­able steps and proceed diligently and in good faith and use its best Limited Liability Company Membership Interests Purchase Agreement efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Services Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedulehereby, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by hereby. CI Group or the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Services Company shall will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, The Company shall and shall cause each of the Company and the Subsidiaries shall Subsidiary to (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any and other Person Persons required of the Company or any Subsidiary to consummate the transactions contemplated hereby by this Agreement, the Transaction Documents, the Stock Purchase Agreement and by the Operative Financing Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or and other Persons as Investor any Purchaser or any such Governmental or Regulatory Authorities or and other Persons Person may reasonably request and (c) cooperate with Investor each Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or and other Persons required of Investor such Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment this Agreement and the Charter AmendmentTransaction Documents. The Company shall provide prompt notification to Investor each Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor each Purchaser of any communications (and, unless precluded by Law, provide each Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement, the Transaction Documents, the Stock Purchase Agreement or any of the Operative Financing Agreements.

Regulatory and Other Approvals. At all timesSellers will, each of the Company and the Subsidiaries shall as promptly as practicable (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Sellers or the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 2.05 and 2.6 2.06 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities Authorities, including without limitation the Federal Trade Commission or the Antitrust Division of the Department of Justice, or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, including any requests for additional information received by Purchaser or its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act, and (c) cooperate with Investor as promptly as practicable Purchaser in obtaining all consents, approvals or actions of, making all filings connection with the performance of its obligations under Section 5.01 and giving all notices to, Governmental or Regulatory Authorities in connection with resolving any investigation or other Persons required inquiry commenced by either the Federal Trade Commission or the Antitrust Division of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentDepartment of Justice or state attorneys general. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any material communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps Each of Purchaser and proceed diligently and in good faith and use its best effortsthe Purchaser LLC’s will, as promptly as practicablepracticable following the date hereof, (i) use its reasonable best efforts to obtain all consents, approvals approvals, authorizations or actions of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities or any other Person required of the Company Purchaser or any Subsidiary of the Purchaser LLC’s to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including those described in Sections 2.5 obtaining the consents, approvals, authorizations and 2.6 of actions, making the Disclosure Schedulefilings and giving the notices required under applicable consumer lending and insurance Laws (to the extent such consents, approvals, authorizations, actions, filings or notices are required to be obtained, made or given prior to the Initial Closing under applicable Law), (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons and take all such other actions as Investor they may request or such Governmental or Regulatory Authorities or other Persons may reasonably request require in connection therewith, and (ciii) cooperate provide reasonable cooperation to the Company in connection with Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required the performance of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment its obligations under Section 5.01(a). Purchaser and the Charter Amendment. The Company shall Purchaser LLC’s will provide prompt notification to Investor the Company when any such consent, approval, authorization, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Investor the Company of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all timesParent and Seller will, each of the Company and the Subsidiaries shall ------------------------------ as promptly as practicable, (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including including, without limitation, those described in Sections 2.5 2.03 and 2.6 2.04 of the Disclosure Schedule, (b) provide such other ------------------------------------------------- information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable Purchaser in obtaining all consents, approvals or actions of, making all filings connection with the performance of its obligations under Sections 5.01 and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor to consummate the transactions contemplated hereby 5.02. Parent and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor ------------- ---- Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesEach of Cyprus and Amax Gold ------------------------------ will, each of the Company and the will cause its Transaction Subsidiaries shall to (a) take use all necessary or desirable steps Commercially Reasonable Efforts and proceed diligently and in good faith and use its best efforts, as promptly as practicable, practicable to obtain all consents, acknowledgements, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company it or any Subsidiary its Transaction Subsidiaries to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedulehereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Amax Gold, Cyprus, or such Governmental or Regulatory Authorities or other Persons reasonably may reasonably request in connection therewith and (c) cooperate with Investor the other parties hereto as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor any other party hereto to consummate the transactions contemplated hereby hereby. Each of Cyprus and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Amax Gold will provide prompt notification to Investor the other when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor the other of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.3 and 2.6 2.4 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesFrom the date hereof through the Closing Date, each the Seller Parties and the Company shall, and shall cause the Subsidiaries of the Company and the Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best all reasonable efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, each Governmental or Regulatory Authorities Authority or any other Person required of such Seller Party, the Company or any such Subsidiary (as the case may be) to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to each such Governmental or Regulatory Authorities Authority or other Persons Person as Investor the Purchaser or such Governmental or Regulatory Authorities Authority or other Persons Person may reasonably request and (c) cooperate with Investor as promptly as practicable the Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, each Governmental or Regulatory Authorities Authority or other Persons Person required of Investor the Purchaser to consummate the transactions contemplated hereby and or by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Seller Parties or the Company shall will provide prompt notification to Investor the Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 3.03 and 2.6 3.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesPrior to Closing, each of Seller will, and will cause the Company and the its Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best commercially reasonable efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions authorizations of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities or any other Person required of Seller, the Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and operate their business immediately after the Closing in the same manner as operated prior to the Closing, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (cii) cooperate with Investor as promptly as practicable maintain all Material Contracts and Permits in obtaining all consents, approvals or actions of, making all filings with full force and giving all notices to, Governmental or Regulatory Authorities or other Persons required effect upon and immediately after the consummation of Investor to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, the By-Laws Amendment and the Charter Amendment(b) cooperate with Purchaser as promptly as practicable in obtaining such consents, approvals or authorizations or, making such filings with and giving such notices. The Company shall Prior to Closing, Seller will provide prompt notification to Investor Purchaser when any such consent, approval, actionauthorization, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will periodically advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor the Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor the Seller, each Company and their respective Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor the Seller, the Companies or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor the Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor the Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all timesSubject to the Sellers using commercially reasonable efforts to co-operate with the Purchaser, each of the Company Purchaser will and the Subsidiaries shall agrees to use commercially reasonable efforts to ensure that AMRI will (a) take all necessary or desirable steps and proceed diligently diligently, expeditiously and in good faith and use its best efforts, obtain as promptly as practicable, to obtain practicable all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as Investor or such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith, and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to the Sellers, the Company and its Subsidiaries in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons persons required of Investor the Sellers, the Company or any of its Subsidiaries to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, the By-Laws Amendment . Purchaser will and the Charter Amendment. The Company shall agrees to use commercially reasonable efforts to ensure that AMRI will provide prompt notification to Investor the Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor the Sellers of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person person regarding any of the transactions contemplated by this Agreement or any of the Operative Ancillary Agreements.

Regulatory and Other Approvals. At all times, each of Shareholders and the Company will, and Shareholders will cause the Subsidiaries shall Company to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Shareholders or the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.05 and 2.6 2.06 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent, Merger Sub or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Parent and Merger Sub as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent and Merger Sub to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment hereby. Shareholders and the Charter Amendment. The Company shall will provide prompt notification to Investor Parent and Merger Sub when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Parent and Merger Sub of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Section 3.03(b) and 2.6 Section 3.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesSellers will, each of and will cause the ------------------------------ Company and the Subsidiaries shall to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.05 and 2.6 2.06 of the Disclosure Schedule, ------------------------------------------------- (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each Each of the Company Sellers will, and will cause the Subsidiaries shall (a) Companies to, take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company a Seller or any Subsidiary of the Companies to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 Schedule 2.7 and 2.6 2.8 of the Disclosure ScheduleSchedule and Sections 6.5, (b) 6.6, 6.7, 7.5, and 7.6, provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request of Sellers in connection therewith, and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries Merger Sub shall (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person person (including under the HSR Act) required of the Company or any Subsidiary Merger Sub to consummate the transactions contemplated hereby by this Agreement and by the Operative Ancillary Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as Investor or such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith, and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation and support to HEI, HEA, the Company, ChipPAC Korea and ChipPAC Shanghai in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons persons required of Investor HEI, HEA, the Company, ChipPAC Korea or ChipPAC Shanghai to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment this Agreement and the Charter AmendmentAncillary Agreements. The Company Merger Sub shall provide prompt notification to Investor HEI and HEA when any such consent, approval, action, filing or notice referred to in clause (a) above of this Section 6.1 is obtained, taken, made or given, as applicable, and will shall advise Investor HEI and HEA of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person person regarding any of the transactions contemplated by this Agreement or any of the Operative Ancillary Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will: (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, and (c) cooperate with Investor as Sellers and Willxxx Xxx Xxxxxx xx promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor to Sellers and/or Willxxx Xxx Xxxxxx xx consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor when Sellers and Willxxx Xxx Xxxxxx xxxn any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor of Sellers and Willxxx Xxx Xxxxxx xx any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 and 2.6 Section 4.05 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Seller in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonably steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Parent’s expense, cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all timesEarnshaw will, each of and will cause the Company and the its Subsidiaries shall to, (a) take all commercially reasonably steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Earnshaw, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Purchaser’s expense, cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall Earnshaw will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor notify Purchaser of any communications (and, unless precluded by LawLaw or by third-party agreement, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Owner or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Owner, each Company and their respective Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Owner, the Companies or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor Owner when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Owner of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents. Purchaser shall provide Owner with weekly updates regarding the progress of the IPO, which updates shall be in writing (including electronic mail), and shall include information regarding feasibility, estimated timing, and calculation of the Diamond Multiple.

Regulatory and Other Approvals. At all times, each of the Company Parent and the Subsidiaries shall Merger Sub will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company Parent or any Subsidiary Merger Sub to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Schedules 3.04 and 2.6 of the Disclosure Schedule3.05 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Shareholders, the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, and (c) cooperate with Investor Shareholders and the Company as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Shareholders or the Company to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment . Parent and the Charter Amendment. The Company shall Merger Sub will provide prompt notification to Investor Shareholders and the Company when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Shareholders and the Company of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the The Company will (and will cause the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best effortsto), as promptly as practicablepracticable following the date hereof, (a) use its or their reasonable best efforts to obtain all consents, approvals approvals, authorizations or actions of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary the Subsidiaries (other than those arising out of or related to the conversions pursuant to Section 2.05) to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including those described in Sections 2.5 obtaining the consents, approvals, authorizations and 2.6 of actions, making the Disclosure Schedulefilings and giving the notices required under applicable consumer lending and insurance Laws (to the extent such consents, approvals, actions, filings or notices are required to be obtained, made or given prior to the Second Closing under applicable Law), (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons and take all such other actions, as Investor or such Governmental or Regulatory Authorities or other Persons they may reasonably request or require in connection therewith and (c) cooperate with Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor provide reasonable cooperation to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment Purchaser and the Charter AmendmentPurchaser LLC’s in connection with the performance of their obligations under Section 6.01(a). The Company shall will provide prompt notification to Investor Purchaser when any such consent, approval, authorization, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all timesPrior to the Closing Date, the Stockholders and the Partners will and will cause each of the Company and the Subsidiaries shall Purchased Entities to (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company Stockholders or the Partners or any Subsidiary of the Purchased Entities to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedulehereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser, DVIHA and DVIMF or such Governmental or Regulatory Authorities or other Persons may reasonably request in order to consummate the transactions contemplated hereby and (c) cooperate with Investor Purchaser, DVIHA and DVIMF as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser, DVIHA and DVIMF to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment hereby. The Stockholders and the Charter Amendment. The Company shall Partners will and will cause each of the Purchased Entities to provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Seller will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSeller Documents, (b) provide such other information and communications to 16 such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentSeller Documents. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsSeller Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps Following entry of an Order of the U.S. Bankruptcy Court approving the Bidding Procedures, Sellers will, and proceed diligently and in good faith and use its best effortswill cause their respective Subsidiaries to, as promptly as practicable, (i) use commercially reasonable efforts to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Sellers for Sellers and Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 Section 2.05 of the Sellers' Disclosure Schedule, provided, however, that Sellers and their Subsidiaries shall be under no obligation to provide any financial incentive to any Person for its grant of any consent or approval required to consummate the transactions contemplated hereby and by the Operative Agreements, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (ciii) cooperate provide reasonable cooperation to Purchaser in connection with Investor as promptly as practicable in obtaining all consentsthe performance of its obligations under Section 5.01. Sellers will, approvals or actions of, making all filings with and giving all notices will cause their respective Subsidiaries to, Governmental or Regulatory Authorities or other Persons required of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, applicable and will advise Investor Purchaser of any communications (and, unless precluded by applicable Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesThe Company will, each of and will cause the Company and the Subsidiaries shall to, (ai) take all commercially reasonable steps necessary or desirable steps xxxxx able, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by the Operative Transaction Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) cooperate with Investor the Investors as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor the Investors to consummate the transactions contemplated hereby and by the Operative Transaction Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall will provide prompt notification to Investor the Investors when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Investor the Investors of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Transaction Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Sellers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor a designated Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated 29 by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Parent’s expense, cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Schedules 3.3 and 2.6 of the Disclosure Schedule3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.. 5.2 (Intentionally Omitted)

Regulatory and Other Approvals. At all timesSeller will, each of and will cause the Company and the Subsidiaries shall to, (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to any Governmental or Regulatory Authorities Body or any other Person required of Seller or the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including including, without limitation, those described in Sections 2.5 and 2.6 of the Disclosure ScheduleLetter, (b) provide such other information and communications to such Governmental or Regulatory Authorities Body or other Persons Person as Investor Buyer or such Governmental or Regulatory Authorities Body or other Persons Person may reasonably request in connection therewith and (c) cooperate with Investor Buyer as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to the appropriate Governmental or Regulatory Authorities Body or other Persons Person required of Investor Buyer to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall Seller will provide prompt notification to Investor Buyer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Buyer of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority Body or other Person regarding any of the transactions contemplated by this Agreement or the Transaction Documents. Seller shall not agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry unless it consults with Buyer in advance and, to the Operative Agreementsextent permitted by such Governmental Body, gives Buyer the opportunity to attend and participate in such meeting.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Schedules 3.03 and 2.6 of the Disclosure Schedule3.04 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall The Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company Purchaser or any Subsidiary the Issuer to consummate the transactions contemplated hereby and by the Operative other Principal Agreements, including including, without limitation, those described in Sections 2.5 Schedule 4.04 hereto (and 2.6 shall in any event make all necessary applications to and file all notices and other filings with the MAMP as soon as practicable but no later than thirty (30) calendar days after the date of the Disclosure Scheduleexecution of this Agreement), (b) provide such other information and communications to the Issuer, such Governmental or Regulatory Authorities or other Persons as Investor the Issuer or such Governmental or Regulatory Authorities or other Persons may request in connection therewith and execute all documents as may be reasonably request requested by the Issuer in connection therewith and (c) cooperate with Investor the Issuer as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with with, and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor the Issuer to consummate the transactions contemplated hereby and by the Operative other Principal Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor the Issuer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor the Issuer in writing of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative other Principal Agreements.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor a designated Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, Each Shareholder will as promptly as practicable, reasonably practicable take all commercially reasonable steps necessary to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities Entities or any other Person required of the Company or any Subsidiary such Shareholder to consummate the transactions contemplated hereby hereby, including, without limitation, any consents or approvals required under any Contracts to which any Shareholder or any Company is a party or by which any of their properties or assets is bound. Each Company, the Shareholders and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, Purchaser shall (ba) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other Persons as Investor or such Governmental or Regulatory Authorities Entities or other Persons may reasonably request in connection therewith and (cb) cooperate provide reasonable cooperation to Purchaser in connection with Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with the performance of its obligations under Sections 7.01 and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment7.02 below. The Company shall provide prompt Shareholders’ Representative will provide, or cause to be provided, notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority Entity or other Person regarding any of the transactions contemplated by this Agreement Agreement. Notwithstanding the foregoing or anything herein to the contrary, neither the Shareholders nor any Company will seek or obtain any consents or approvals with respect to any suppliers of any Company including any insurance company suppliers, without regard to whether such suppliers are listed on the Operative AgreementsDisclosure Schedules hereto.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 3.03 and 2.6 3.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Seller, KAC and SLC in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller, KAC, SLC or the Businesses to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all times, each of the Company Sellers and the Subsidiaries shall Willxxx Xxx Xxxxxx xxxl (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company either Deckxx, Xxn Houten or any Subsidiary to Willxxx Xxx Xxxxxx xx consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Sellers will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. At all timesParent and Seller will, each of and will cause the Company and the Subsidiaries shall its subsidiaries to, (a) take all necessary or desirable steps and proceed diligently diligently, expeditiously and in good faith and use its best efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person person required of Parent and Seller, the Company or any Subsidiary of its subsidiaries to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as Investor or such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith, and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person person regarding any of the transactions contemplated by this Agreement or any of the Operative Ancillary Agreements.

Regulatory and Other Approvals. At all timesThe Seller shall, and shall cause each of the Acquired Company and the Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the each Acquired Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 2.05 and 2.6 2.06 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Seller will provide prompt notification to Investor Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Parent's expense, cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.