Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Purchaser will (a) take commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller Documents. Purchaser will provide prompt notification to 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 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 Seller Documents.

Regulatory and Other Approvals. Purchaser Seller will (a) take commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller, including without limitation any consents required with respect to Seller’s interests in Assumed Contracts, to consummate the transactions contemplated hereby and by the Seller DocumentsRelated Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Buyer or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller Buyer 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 Seller Buyer to consummate the transactions contemplated hereby and by the Related Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Related Agreements. Seller Documentsknows 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. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documents. Purchaser Seller will provide prompt notification to Seller 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 Seller 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 Seller Documents.

Regulatory and Other Approvals. Such Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as each Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) use commercially reasonable efforts to cooperate with each Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements. Purchaser will provide prompt notification to each 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 each 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable effortsfaith, to, as promptly as practicable to practicable, 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 Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Sections 2.3 and 2.4 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller as promptly as practicable provide reasonable cooperation to the Shareholders and the Company 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 Seller the Shareholders or the Company to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser will provide prompt written notification to Seller the Shareholders 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 Seller the Shareholders in writing 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 or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will The Company shall and shall cause each Subsidiary to (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable 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 required of Purchaser the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Seller Documentsthis Agreement, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller the Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller the 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 Seller the Purchaser to consummate the transactions contemplated hereby and by the Seller Documentsthis Agreement. Purchaser The Company will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Seller, the Company or the Subsidiary to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser will provide prompt notification to 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 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser The Seller will, and will (a) cause the Company to: take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller, or the Company to consummate the transactions contemplated hereby and by the Seller Documents, (b) hereby; provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith request; and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the hereby. The Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will The Equityholders shall, and shall cause the Company to, (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable diligent 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 Purchaser to consummate the transactions contemplated hereby and by those described in Sections 2.5 and 2.6 of the Seller DocumentsDisclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Equityholders will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) The Purchasers shall: (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with with, and to give all notices to to, Governmental or Regulatory Authorities or any other Person required of Purchaser the Purchasers to consummate the transactions contemplated hereby and by the Seller Documents, hereby; (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and therewith, and (ciii) cooperate with Seller as promptly as practicable provide reasonable cooperation to the Sellers in obtaining all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller the Sellers to consummate the transactions contemplated hereby and by the Seller Documents. Purchaser hereby. (b) The Purchasers will provide prompt notification to Seller the Sellers when any such consent, approval, action, filing or notice referred to in clause (aa)(i) above is obtained, taken, made or given, as applicable, and will advise Seller the 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will The Sellers shall, and shall cause the Company to, (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable diligent 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 Purchaser to consummate the transactions contemplated hereby and by those described in Sections 2.5 and 2.6 of the Seller DocumentsDisclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Sellers will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Schedules 3.3 and 3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements. Purchaser will provide prompt notification to 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 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) will: take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby , including without limitation those described in Disclosure Schedules 4.03 and by the Seller Documents, (b) 4.05; provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith request; and (c) cooperate with Seller Seller, the Company 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 Seller Seller, or the Company to consummate the transactions contemplated hereby and by the Seller Documents. Purchaser will provide prompt notification to 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 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Section 4.05 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with provide reasonable cooperation to Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements. Purchaser will provide prompt notification to 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 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) take commercially reasonable steps necessary or desirableproceed diligently, and proceed diligently expeditiously and in good faith and use commercially reasonable efforts, obtain 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 person required of Purchaser to consummate the transactions contemplated hereby and by the Seller DocumentsAncillary Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as Seller or such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith therewith, and (c) cooperate with Seller as promptly as practicable provide reasonable cooperation to Seller, the Company and its subsidiaries in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons persons required of Seller Seller, the Company or any of its subsidiaries to consummate the transactions contemplated hereby and by the Seller DocumentsAncillary Agreements. Purchaser will provide prompt notification to 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 Seller 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 Seller DocumentsAncillary Agreements.

Regulatory and Other Approvals. The Sellers and Purchaser will shall, and the Sellers shall cause the Company to, (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable its diligent 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 Purchaser to consummate the transactions contemplated hereby and by those described in Sections 2.5 and 2.6 of the Seller DocumentsDisclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Sellers will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Sections 2.3 and 2.4 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will The Seller shall, and shall cause each Acquired Company to, (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable 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 required of Purchaser each Acquired Company to consummate the transactions contemplated hereby and by those described in Sections 2.05 and 2.06 of the Seller DocumentsDisclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the hereby. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Sections 3.03 and 3.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser Sellers will, and will cause the Company to, as promptly as practicable (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable efforts, as promptly as practicable desirable 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 Purchaser Sellers or the Company to consummate the transactions contemplated hereby hereby, including without limitation those disclosed in Schedules 2.05 and by the Seller Documents2.06, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate provide reasonable cooperation to Purchaser in connection with Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with the performance of its obligations under Sections 5.01 and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller to consummate the transactions contemplated hereby and by the Seller Documents5.02. Purchaser Sellers will provide prompt notification to Seller 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 Seller 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 Agreement; provided, that the Company and its Affiliates shall not be required to file any lawsuit or take other legal action as against any of the Seller Documentsthird party, make any amendment thereof or waiver any rights thereunder, or pay any amount, agree to any restriction or assume any obligation in connection therewith.

Regulatory and Other Approvals. Purchaser Xxxxxxx and Buyer will (a) take all commercially reasonable reason-able steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Buyer to consummate the transactions contemplated hereby and by the Seller DocumentsAncillary Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller to consummate con-summate the transactions contemplated hereby and by the Seller DocumentsAncillary Agreements. Purchaser Xxxxxxx and Buyer will provide prompt notification to 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 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 Seller DocumentsAncillary Agreements.

Regulatory and Other Approvals. Purchaser will will: (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby , including without limitation those described in Disclosure Schedules 4.03 and by the Seller Documents, 4.05; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and request; and (c) cooperate co-operate with Seller Seller, the Company 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 Seller Seller, or the Company to consummate the transactions contemplated hereby and by the Seller Documents. Purchaser will provide prompt notification to 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 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Crescent and Crescent REIT will (ai) take commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use its commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Crescent or Crescent REIT to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller the Transferors or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (ciii) cooperate with Seller the Transferors 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 Seller the Transferors to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements. Purchaser Crescent and Crescent REIT will provide prompt notification to Seller COPI 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 Seller COPI 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser Each Constituent Corporation will (a) take commercially reasonable all steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable 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 Purchaser the applicable Constituent Corporation to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller the other Constituent Corporation 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 Seller the other Constituent Corporation to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser Each Constituent Corporation will provide prompt notification to Seller the other Constituent Corporation 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 Seller the other Constituent Corporation 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser The Shareholder will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable effortsefforts to, as promptly as practicable to practicable, 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 Purchaser the Shareholder to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Shareholder will provide prompt notification to Seller 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 Seller 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 or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Schedules 3.03 and 3.04, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) Such Seller shall: (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain obtain, the Relevant Seller Consents relevant to it and all consents, approvals or actions of, to make all filings with with, and to give all notices to to, Governmental or Regulatory Authorities or any other Person required of Purchaser such Seller to consummate the transactions contemplated hereby and by the Seller Documents, hereby; (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and therewith; and (ciii) cooperate with Seller as promptly as practicable provide reasonable cooperation to the Purchasers in obtaining all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller the Purchasers (as identified by the Purchasers to the Sellers in writing and at Purchasers' cost and expense) to consummate the transactions contemplated hereby hereby. Prior to making any such filings with or providing any information to a Governmental or Regulatory Authority pursuant to this Section 5.1, such Seller agrees to consult with the Purchasers regarding such filings and by information, to obtain the Purchasers' written consent before submitting any filings containing any undertakings, obligations or conditions that survive the Closing Date, and to provide copies of such filings and information to the Purchasers. (b) Such Seller Documents. Purchaser will provide prompt notification to Seller the Purchasers when any such consent, approval, action, filing or notice referred to in clause (aa)(i) above is obtained, taken, made or given, as applicable, and will advise Seller the 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 of the transactions contemplated by this Agreement or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Parent and Seller will, and will cause the Company and its subsidiaries to, (a) take commercially reasonable steps necessary or desirableproceed diligently, and proceed diligently expeditiously and in good faith and use commercially 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 Governmental or Regulatory Authorities or any other Person person required of Purchaser Parent and Seller, the Company or any of its subsidiaries to consummate the transactions contemplated hereby and by the Seller DocumentsAncillary Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as Seller or such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith therewith, and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Ancillary Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAncillary Agreements.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller as promptly as practicable provide reasonable cooperation to the Shareholder and the Company 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 Seller the Shareholder or the Company to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser will provide prompt written notification to Seller the Shareholder 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 Seller the Shareholder in writing 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 or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement, Purchaser will (a) take commercially use reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable efforts, as promptly as practicable best 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 Purchaser to consummate the transactions contemplated hereby and by hereby, including, without limitation, those set forth on Section on Section 3.03 of the Seller DocumentsPurchaser Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate provide reasonable cooperation to Sellers in connection with Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller Documentsits obligations under Sections 4.01. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with provide reasonable cooperation to Seller 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 Seller or the Stockholders to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser will provide prompt notification to Seller and the Stockholders 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 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Parent and Merger Sub each will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Parent and Merger Sub to consummate the transactions contemplated hereby and by the Seller Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Seller Transaction Documents. Purchaser Parent will provide prompt notification to Seller 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 Seller 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 Seller Transaction Documents.

Regulatory and Other Approvals. Purchaser The Buyers will (a) take commercially use ------------------------------ reasonable steps necessary or desirable, best efforts and proceed diligently and in good faith and use commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser the Buyers to consummate the transactions contemplated hereby and by the Seller Documentshereby, including without limitation those described in Schedule 6.03, (b) ------------- provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) use reasonable best efforts to cooperate with Seller as promptly as practicable Sellers 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 Seller Sellers to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Buyers will provide prompt notification to Seller Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, or when notice or indication of any delay or denial is first obtained, as applicable, and will advise Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller the Seller, the Companies or any Subsidiary to consummate the transactions contemplated hereby and by the Seller Transaction Documents. Purchaser will provide prompt notification to 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 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 Seller Transaction Documents.

Regulatory and Other Approvals. Purchaser will Seller will, as promptly as practicable, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable efforts, as promptly as practicable desirable 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 Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Section 2.3(c) of the Disclosure Schedule, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with therewith. Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser Sellers will (a) take commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Sellers to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith therewith, and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser Sellers will provide prompt notification to Seller 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 Seller 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 regarding any of the transactions contemplated by this Agreement or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will Each Seller shall, and shall cause the Company to, (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable 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 required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser Sellers will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser The Seller will, and will cause the Company to: (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller, or the Company to consummate the transactions contemplated hereby and by the Seller Documents, hereby; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and request; and (c) cooperate co-operate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the hereby. The Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby hereby, including without limitation those described in Sections 2.3 and by 2.4 of the Seller DocumentsDisclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser or Parent to consummate the transactions contemplated hereby and by the hereby. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser The Company will, and will cause the Subsidiaries to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser any Transaction Party to consummate the transactions contemplated hereby and by this Agreement or any of the Seller Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller Subscriber 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 Seller Subscriber to consummate the transactions contemplated hereby and by this Agreement or any of the Seller Documents. Purchaser The Company will provide prompt notification to Seller Subscriber 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 Seller Subscriber 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 Seller Documents.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller the Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller the 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 Governmental or Regulatory Authorities or other Persons required of Seller the Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Seller Transaction Documents. Purchaser will provide prompt notification to Seller 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 Seller notify the Sellers 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 Seller Transaction Documents.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Section 2.03(b) and Section 2.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser The Shareholders will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable effortsefforts to, as promptly as practicable to practicable, 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 Purchaser the Shareholders to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Shareholders will provide prompt notification to Seller 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 Seller 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 Seller Documentsother Person.

Regulatory and Other Approvals. Purchaser The Shareholders will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable effortsefforts to, as promptly as practicable to practicable, 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 Purchaser the Shareholders to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser The Shareholders will provide prompt notification to Seller 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 Seller 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 or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith therewith, and (c) cooperate with Seller as promptly as practicable provide reasonable cooperation to Sellers 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 Seller Sellers to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser will provide prompt notification to Seller 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 Seller 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 regarding any of the transactions contemplated by this Agreement or any of the Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller DocumentsAncillary Agreements, including, those described in Schedule 3.4, (b) provide ------------ such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Buyer or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller Buyer 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 Seller Buyer to consummate the transactions contemplated hereby and by the Ancillary Agreements. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAncillary Agreements.

Regulatory and Other Approvals. Purchaser Subject to the terms and conditions of this Agreement, Sellers will as promptly as practicable, (a) take commercially use their respective reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable efforts, as promptly as practicable best efforts to obtain all consents, approvals waivers, approvals, Orders, Licenses or actions authorizations of, to make all declarations and filings with with, and to give all notices to notifications and reports to, any Governmental or Regulatory Authorities Authority or any other Person required of Purchaser Sellers to consummate the transactions contemplated hereby hereby, including, without limitation, those referenced in Section 2.03(b) and by those set forth on Section 2.03(b) of the Seller DocumentsDisclosure Schedules, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate provide reasonable cooperation to Purchaser in connection with Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller Documentsits obligations under Sections 5.01. Purchaser Sellers will provide prompt notification to Seller 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 Sellers will advise Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Seller will, and such Stockholder will cause Seller to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Seller Documentshereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by the hereby. Seller Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Owner or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Governmental or Regulatory Authorities or other Persons required of Seller Owner, the Companies or any Subsidiary to consummate the transactions contemplated hereby and by the Seller Transaction Documents. Purchaser will provide prompt notification to Seller 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 Seller 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 Seller Transaction 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. Purchaser will CI Group and the Services Company shall; (ai) take commercially reasonable steps all necessary or desirable, desir­able steps and proceed diligently and in good faith and use commercially reasonable 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 required of Purchaser the Services Company to consummate the transactions contemplated hereby and by the Seller Documentshereby, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (ciii) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by hereby. CI Group or the Seller Documents. Purchaser Services Company will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will The Sellers shall, and shall cause the Company to, (a) take commercially reasonable steps all necessary or desirable, desirable steps and proceed diligently and in good faith and use commercially reasonable 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 required of Purchaser to consummate the transactions contemplated hereby and by those described in Sections 2.5 and 2.6 of the Seller DocumentsDisclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by hereby. the Seller Documents. Purchaser Sellers will provide prompt notification to Seller 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 Seller 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take use all commercially reasonable steps necessary or desirable, efforts and proceed diligently and in good faith and use commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby hereby, including without limitation those described in Schedules 3.3(c) and by the Seller Documents3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with provide reasonable cooperation to Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser will provide prompt notification to 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 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 Seller DocumentsAgreement.

Regulatory and Other Approvals. Purchaser Sellers will, and will cause the Company to, (a) take commercially reasonable steps necessary or desirableprior to the Closing, and proceed diligently and in good faith and use commercially reasonable efforts, to obtain 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 Purchaser Sellers or the Company to consummate the transactions contemplated hereby and by the Seller Documentshereby, including those described in Schedules 3.06 or 3.07, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller Purchaser to consummate the transactions contemplated hereby and by the Seller Documentshereby. Purchaser Sellers will provide prompt notification to Seller 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 Seller 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Schedules 3.03 and 3.04 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements. Purchaser will provide prompt notification to 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 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 Seller DocumentsOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements, including without limitation those described in Schedules 3.3 and 3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Seller 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 Seller to consummate the transactions contemplated hereby and by the Seller DocumentsOperative Agreements. Purchaser will provide prompt notification to 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 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 Seller Documents.Operative Agreements. 5.2 (Intentionally Omitted)