Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Purchaser 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 Schedules 3.3 and 3.4 hereto and Sections 6.5, 6.6, 6.7, 7.5, and 7.6, provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and cooperate with Sellers and the Companies 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 Sellers or any of the Companies to consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser will provide prompt notification to 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 Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. Purchaser The Company 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 the Company to consummate the transactions contemplated hereby, hereby including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 6.5on Schedule 3.9.2, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and cooperate with Sellers (c) provide reasonable cooperation to Omnicom and the Companies as promptly as practicable OmniSub 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 Sellers Omnicom or any of the Companies OmniSub to consummate the transactions contemplated hereby hereby, including without limitation complying, if necessary, with the Workers Adjustment and by the Operative AgreementsRetraining Notification Act (P.L. 100-379). Purchaser The Company will provide prompt notification to Sellers Omnicom 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 Sellers Omnicom 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 Operative AgreementsAgreement.

Regulatory and Other Approvals. Purchaser The Sellers will take all commercially (a) use reasonable steps necessary or desirable, best efforts 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 the Sellers, or any Company to consummate the transactions contemplated hereby, including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 6.5Schedule 5.03, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (c) use reasonable best efforts to cooperate with Sellers and the Companies as promptly as practicable Buyers 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 Sellers or any of the Companies Buyers to consummate the transactions contemplated hereby and by the Operative Agreementshereby. Purchaser The Sellers will provide prompt notification to Sellers the Buyers 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 Sellers Buyers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. 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 herebyhereby and by the Operative Agreements, including without limitation those described in Schedules 3.3 4.03 and 3.4 hereto and Sections 6.54.05, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (c) cooperate with Sellers Sellers, the Company and the Companies 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 Sellers Sellers, the Company or any of the Companies Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser will provide prompt notification to 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 Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. Purchaser (a) Shareholders, at their sole expense, will and will cause Xxxxx to (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 and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Shareholders or Xxxxx to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including without limitation those described in Schedules 3.3 Sections 2.06 and 3.4 hereto and Sections 6.52.07 of the Disclosure Schedule, 6.6, 6.7, 7.5, and 7.6, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers Bancorp or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (iii) cooperate with Sellers and the Companies Bancorp 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 Sellers or any of the Companies Bancorp to consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser Shareholders will provide prompt notification to Sellers Bancorp 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 Sellers Bancorp of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. 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 herebyhereby and by the Transaction Documents, including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 6.5, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (c) cooperate with Sellers the Sellers, the Company and the Companies 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 Sellers the Sellers, the Company or any of the Companies Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents. Purchaser will provide prompt notification to 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 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 Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. Purchaser Parent and Intermediate Parent, jointly and severally, 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 or Intermediate Parent to consummate the transactions contemplated herebyhereby and by the Transaction Documents, including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 6.5, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (c) cooperate with Sellers and the Companies 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 Sellers or any of the Companies Company to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents. Purchaser Parent will provide prompt notification to Sellers 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 Sellers notify the Company of any communications (and, unless precluded by LawLaw or by third-party agreement, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. 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 Purchaser, DVIHA and DVIMF to consummate the transactions contemplated hereby, including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 6.5, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers JGW & Co., the Stockholders or the Partners or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (c) cooperate with Sellers JGW & Co., the Stockholders and the Companies Partners 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 Sellers JGW & Co., the Stockholders or any of the Companies Partners to consummate the transactions contemplated hereby and by the Operative Agreementshereby. Purchaser will provide prompt notification to Sellers the Stockholders and the Partners 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 Sellers the Stockholders and the Partners of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. Purchaser Crescent and Crescent REIT will take all commercially reasonable steps necessary or desirable, and (i) proceed diligently and in good faith and use all 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 herebyhereby and by the Operative Agreements, including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 6.5, 6.6, 6.7, 7.5, and 7.6, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers the Transferors or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (iii) cooperate with Sellers and the Companies 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 Sellers or any of the Companies Transferors to consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser Crescent and Crescent REIT will provide prompt notification to Sellers 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 Sellers 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 Operative Agreements.

Regulatory and Other Approvals. Purchaser Such 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 either WL or PD, as the case may be, to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including without limitation those described in Schedules 3.3 Sections 3.03 and 3.4 hereto and Sections 6.53.04 of the Disclosure Schedule, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection 39 therewith and cooperate with Sellers and the Companies as promptly as practicable (c) 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 Sellers or any of the Companies Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser Such Seller will provide prompt notification to Sellers 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 Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements.

Regulatory and Other Approvals. 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 all 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, including without limitation those described disclosed in Schedules 3.3 2.05 and 3.4 hereto and Sections 6.52.06, 6.6, 6.7, 7.5, and 7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and cooperate (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under Sections 5.01 and 5.02. Sellers and the Companies 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 Sellers or any of the Companies to consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser will provide prompt notification to Sellers 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 Sellers 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 Operative Agreementsthird 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.