Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Purchaser will (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, 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 Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and 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 to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Operative Agreements.

Regulatory and Other Approvals. Purchaser Seller will (aa)(i) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain all consents, approvals (including Final Orders) or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities provided that the Final Order(s) of the WUTC approving the transaction and the terms and conditions of each of the Operative Agreements and the respective regulatory treatment of any and all financial impacts thereof in each case shall be in form and substance satisfactory to Seller in its reasonable discretion and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of Purchaser Seller, in each case, to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 2.03 of the Disclosure Schedule and Purchaser Seller Required Regulatory Approvals Approvals, or required for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation (i) to Seller Purchaser in obtaining Seller all Purchaser Required Regulatory Approvals and 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 Purchaser to consummate the transactions contemplated hereby and by the Operative AgreementsAgreements and (ii) to Purchaser and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.014.01, Purchaser Seller agrees to provide copies of such filings to SellerPurchaser. Nothing in this Agreement shall require Purchaser Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Seller Required Regulatory Approvals. 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 LawLaw or Order, 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 reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, dates 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 Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the ClosingClosing , the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and 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 to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Operative Agreements.

Regulatory and Other Approvals. Purchaser Seller will (a) (i) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities Authorities, and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of Purchaser Seller, in each case, to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 2.03 of the Disclosure Schedule and Purchaser Seller Required Regulatory Approvals Approvals, or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation (i) to Seller Purchaser in obtaining Seller all Purchaser Required Regulatory Approvals and 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 Purchaser to consummate the transactions contemplated hereby and by the Operative AgreementsAgreements and (ii) to Purchaser, and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.014.01, Purchaser Seller agrees to provide copies of such filings to SellerPurchaser. Nothing in this Agreement shall require Purchaser Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Seller Required Regulatory Approvals. 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 LawLaw or Order, 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) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, 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 such Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide use commercially reasonable cooperation efforts to Seller cooperate with Purchaser as promptly as practicable (i) in obtaining Seller Required Regulatory Approvals and 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 Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations Agreements and (other than the payment or incurrence of customary expenses and filing or other feesii) in order to obtain connection with the transfer of any necessary consentmaterial Licenses, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvalsincluding Environmental Permits. Purchaser Such 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 Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actions.

Regulatory and Other Approvals. Purchaser will (a) take Within a reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all reasonable steps necessary or desirable, and proceed diligently and applications with the appropriate government Regulatory Authorities in good faith and use all reasonable efforts, at the earliest commercially practicable dates, order to obtain all consents, approvals or the Government Approvals and shall take such other actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person as may be reasonably required of Purchaser to consummate the transactions contemplated hereby in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by the Operative Agreementssuch authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or any other approvals and consents as may be required for Purchaser to own, operate or maintain, on and after the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the Assets substantially as such assets are currently ownedability of Emclaire to carry on its business, operated branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and maintained by Seller, (b) comment on all required applications within a reasonable period prior to the filing thereof and provide such other information and PSFC with copies of all written communications to such Governmental or with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or other Persons as such Governmental to cause to be taken, all actions, and to do, or Regulatory Authorities to cause to be done, all things necessary, proper, or other Persons may reasonably request in connection therewith advisable under applicable laws and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and 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 regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01Reorganization Agreement, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the Purchaser Required Regulatory Approvalsability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Purchaser will provide prompt notification Subject to Seller when any such consentthe provisions of this Section, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicableEmclaire shall use, and will advise Seller shall cause each of any communications (andits Subsidiaries to use, unless precluded by Law, provide copies its best efforts to obtain consents of any such communications that are in writing) with any Governmental all third parties and Regulatory Authorities necessary or Regulatory Authority or other Person regarding any desirable for the consummation of each of the transactions contemplated by this Agreement or any of the Operative AgreementsReorganization Agreement.

Regulatory and Other Approvals. Purchaser Subject to the terms and conditions of this Agreement and without limiting the provisions of Section 7.02, Section 7.03 and Section 7.04, each of the Company and Parent will use reasonable best efforts to, as promptly as practicable, (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, 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 public or private third parties required of Purchaser Parent, the Company or any of their Subsidiaries to consummate the Offer and the Merger and the other transactions contemplated hereby hereby, including, without limitation, the filing by Parent and by the Operative Agreements, including those described in Sub of Information Pertaining to a Control Bid on Form 041 pursuant to Section 3.03 1707.01 et seq. of the Disclosure Schedule Ohio Revised Code, and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons public or private third parties as the other party or such Governmental or Regulatory Authorities or other Persons public or private third parties may reasonably request in connection therewith therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (cz) provide reasonable cooperation to Seller cooperate with the other party in obtaining Seller Required Regulatory Approvals connection with such party's filings under the HSR Act and all other consents, approvals or actions of, making all filings in connection with and giving all notices to Governmental or Regulatory Authorities resolving any investigation or other Persons required of Seller to consummate inquiry concerning the transactions contemplated hereby and by Merger or the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, any of its Subsidiaries or any of the Operative Agreements.material businesses or assets of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the failure to obtain any or all of the consents identified by an asterisk (*) in Section 4.04 of the Company Disclosure Letter shall not result in the failure to satisfy the condition set forth in clause (b) of Annex A.

Regulatory and Other Approvals. Purchaser Subject to the terms and conditions of this Agreement, each of MAI and DHS will (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable effortsto, at the earliest commercially practicable datesas promptly as practicable, to (a) 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 public or private third parties required of Purchaser DHS, MAI or any of their respective Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons public or private third parties as the other party or such Governmental or Regulatory Authorities or other Persons public or private third parties may reasonably request in connection therewith therewith. In addition to and not in limitation of the foregoing, each of the parties will (i) take promptly all actions necessary to make any filings (if any) legally required of DHS and MAI or their respective Affiliates under the HSR Act as soon as practicable but in no event later than thirty (30) days after the date hereof, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") pursuant to the HSR Act, and (ciii) provide reasonable cooperation cooperate with the other party in connection with such party's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Without limiting the generality of the foregoing, DHS and MAI shall together, or pursuant to Seller an allocation of responsibility to be agreed between them, coordinate and cooperate in obtaining Seller Required Regulatory Approvals and all other determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or actions ofwaivers are required to be obtained from parties to any contracts, making all filings in connection 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 Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 consummation of the transactions contemplated by this Agreement Agreement, and in seeking any such actions, consents, approvals or waivers or making any of the Operative Agreementssuch filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Purchaser will With the reasonable cooperation of Legacy, Prosperity shall use commercially reasonable efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of: (aA) take all reasonable steps third parties; and (B) all Governmental Authorities necessary to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement, including the applications for the prior approval of the Merger and the Bank Merger by the FDIC, the TDB and the FRB (or desirableappropriate Federal Reserve Bank acting on delegated authority) (collectively, the “Regulatory Approvals”). If Legacy has promptly provided information reasonably requested by Prosperity and its comments to draft applications, and proceed diligently otherwise complied with Section 5.02, Prosperity shall file all such applications on or before the thirtieth day following the date of this Agreement, subject to consultation with the FRB on timing of delivery of a waiver request to the FRB. Prosperity shall use commercially reasonable efforts to obtain all Regulatory Approvals and in good faith and use all reasonable efforts, any other approvals from third parties at the earliest commercially practicable datestime. Prosperity and Legacy shall have the right to review in advance, and, to obtain the extent practicable, each will consult the other on, in each case subject to applicable Law relating to the exchange of information, all consentsthe information relating to Prosperity or Legacy, approvals as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or actions ofwritten materials submitted or proposed to be submitted to, to make all filings with and to give all notices to Governmental or Regulatory Authorities any third party or any other Person required of Purchaser to consummate Governmental Authority in connection with the transactions contemplated hereby and by this Agreement. In exercising the Operative Agreementsforegoing right, including those described in Section 3.03 each of the Disclosure Schedule parties hereto shall act reasonably and Purchaser Required Regulatory Approvals or for Purchaser as promptly as practicable. In addition, Prosperity shall keep Legacy reasonably informed as to own, operate or maintain, on the status of such applications and after the Closing, the Assets substantially as filings; Prosperity shall promptly furnish Legacy and its counsel with copies of all such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals regulatory filings and all other consents, approvals or actions of, making all filings correspondence with respect thereto to the extent permitted by applicable Law; and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller to consummate the transactions contemplated hereby and extent permitted by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 applicable Law, provide copies of each party shall promptly advise the other upon receiving any such communications that are in writing) with communication from any Governmental Authority whose consent or Regulatory Authority or other Person regarding any approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the receipt of any such approval will be materially delayed. Notwithstanding anything to the contrary contained in this Agreement, Prosperity shall not be required to (and Legacy shall not be permitted to, without Prosperity’s prior written consent) take any action, or commit to take any action, or agree to any condition or restriction, involving Prosperity, Legacy or any of their respective Subsidiaries pursuant to this Section 7.02 or otherwise in connection with obtaining any permits, consents, approvals or authorizations that would reasonably be expected to be materially burdensome on Prosperity, Legacy, the Operative AgreementsResulting Corporation, Prosperity Bank or Legacy Bank or require a material modification of, or impose any material limitation or restriction on, the activities, governance, legal structure, capital structure, compensation or fee arrangements of Prosperity, Legacy, the Resulting Corporation, Prosperity Bank or Legacy Bank (any of the foregoing, a “Burdensome Condition”); provided, however, that the following shall not be deemed to be a Burdensome Condition: any restraint, limitation, term, requirement, provision or condition that applies generally to all bank holding companies and banks as provided by statute, regulation, or written and publicly available supervisory guidance of general applicability, in each case, as in effect on the date hereof.

Regulatory and Other Approvals. Purchaser Subject to the terms and conditions of this Agreement, each of TSG and Elcotel will (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable effortsto, at the earliest commercially practicable datesas promptly as practicable, to (a) 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 public or private third parties required of Purchaser Elcotel, TSG or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons public or private third parties as the other party or such Governmental or Regulatory Authorities or other Persons public or private third parties may reasonably request in connection therewith therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Elcotel and TSG or their Affiliates under the HSR Act no later than fifteen business days after the date hereof, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (cz) provide reasonable cooperation cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Without limiting the generality of the foregoing, Elcotel and TSG shall together, or pursuant to Seller an allocation of responsibility to be agreed between them, coordinate and cooperate in obtaining Seller Required Regulatory Approvals and all other determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or actions ofwaivers are required to be obtained from parties to any contracts, making all filings in connection 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 Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 consummation of the transactions contemplated by this Agreement Agreement, and in seeking any such actions, consents, approvals or waivers or making any of the Operative Agreementssuch filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Purchaser will (a) take all reasonable steps necessary or desirableSubject to the terms and conditions of this Agreement and without limiting the provisions of Section 5.2, each of the Buyer and the Seller Parent shall jointly, through the Joint Executive Committee, develop a regulatory approval plan and proceed diligently cooperatively and in good faith and use all reasonable effortsto, at the earliest commercially practicable datesas promptly as practicable, to (i) 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 public or private third parties required of Purchaser the Buyer, the Seller, the Seller Parent, the Company or any of the Company’s Subsidiaries or the Joint Ventures to consummate the Share Purchase and the other transactions contemplated hereby and by the Operative Agreements, (including without limitation those described in set forth on Section 3.03 2.4 of the Seller Parent Disclosure Schedule Letter), and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons public or private third parties as any of the Seller, the Seller Parent or the Buyer or such Governmental or Regulatory Authorities or other Persons public or private third parties may reasonably request in connection therewith therewith. In addition to and not in limitation of the foregoing, each of the parties will (cw) provide reasonable cooperation take promptly all actions necessary to make the filings required of the Buyer, the Seller, the Seller in obtaining Seller Required Regulatory Approvals Parent and all other consentsthe Company or their Affiliates under the HSR Act and to comply with filing and approval requirements of the FERC, approvals or actions ofthe SEC, making all filings with the FCC and giving all notices to each State Governmental or Regulatory Authorities Authority, (x) comply at the earliest practicable date with any request for additional information received by such person or its affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, (y) cooperate with each other in connection with filings of the Buyer, the Seller Parent, the Seller, the Company, the Company’s Subsidiaries and any Joint Ventures under the HSR Act and in connection with resolving any investigation or other Persons required of Seller to consummate inquiry concerning the transactions contemplated hereby and Share Purchase commenced by either the FTC or the Antitrust Division or state attorneys general or by the Operative Agreements. Prior to making FERC, the SEC, the FCC or any filings with a State Governmental or Regulatory Authority pursuant having jurisdiction with respect to the Share Purchase or another transaction contemplated by this Agreement, and (z) provide to the other promptly copies of all correspondence between the Buyer (in the case of the Buyer so providing such information) or the Seller Parent, the Seller, the Company, the Company’s Subsidiaries in the Joint Venture (in the case of the Seller Parent providing such information) and the applicable Governmental or Regulatory Authority with respect to any filings referred to in this Section 5.015.3, Purchaser agrees and shall give the Seller Parent or the Buyer, as the case may be, the opportunity to provide copies of review such filings and all responses to Sellerrequests for additional information by such Governmental or Regulatory Authority prior to their being filed therewith. Nothing Anything in this Agreement to the contrary notwithstanding, the Seller Parent and the Seller, jointly and severally, shall require Purchaser not permit the Company, its Subsidiaries or the Joint Ventures to institute litigation incur any liability or to pay or agree to pay any sum of money or make financial accommodations obligation (other than ordinary and reasonably attorneys’ fees and other third party costs directly related to the payment obtaining of necessary Final Orders from state public utility commissions) or incurrence of customary expenses and filing grant any state concessions or other fees) in order to obtain enter into any necessary consent, approval agreement or authorization arrangement (including, without limitation, any amendment, waiver or modification of the Purchaser Required Regulatory Approvals. 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 terms of any communications (andrate agreement, unless precluded by LawOrder, provide copies Contract or Company Permit) that has or is reasonably likely to have a “meaningful adverse effect” on the business, properties, assets, liabilities, financial condition, revenues, net income, results of any such communications that are in writing) with any Governmental operations or Regulatory Authority or other Person regarding any prospects of the transactions contemplated by this Agreement or any Company and its Subsidiaries. For purposes of the Operative Agreementsimmediately preceding sentence and the provisions of Section 6.1(d)(ii), “meaningful adverse effect” shall be deemed to be equivalent to a material adverse effect on an entity otherwise identical to the Company and its Subsidiaries but having only 25% of the business, properties, assets, liabilities, financial condition, revenues, net income, results of operations and prospects of the Company and its Subsidiaries.

Regulatory and Other Approvals. Purchaser The Seller will, and will cause the Company and the Related Entity (as the case may be) to (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable effortsfaith, at the earliest commercially as promptly as practicable dates, 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, the Company, or the Related Entity (as the case may be) to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, Transaction Documents; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and for the purposes of giving effect to the transactions contemplated under the Transaction Documents; (c) provide reasonable cooperation to Seller cooperate with the Purchaser as promptly as practicable in obtaining Seller Required Regulatory Approvals and 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 Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental Transaction Documents; and (d) execute all documents, papers, forms, authorizations, declarations or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies oaths required of such filings to the Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory ApprovalsCompany, or the Related Entity to consummate the transactions contemplated hereby and by the Transaction Documents. Purchaser The Seller 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 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. The Seller shall not be held liable for not completing the transactions contemplated under the Transaction Documents if the nominees so nominated by the Purchaser is not qualified as an eligible person to succeed the Business and government permits under law and regulations in PRC. For avoidance of doubt, the Purchaser has the obligations to procure persons or nominees which are qualified as eligible persons to succeed the Business and government permits under law and regulations in PRC.

Regulatory and Other Approvals. Purchaser will With the reasonable cooperation of GBNK, IBG shall use commercially reasonable efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of (ai) take all reasonable steps third parties and (ii) all federal or state bank regulatory authorities or Governmental Authorities necessary to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement, including the applications for the prior approval of the Merger and the Bank Merger by the FRB (or desirableappropriate Federal Reserve Bank acting on delegated authority), the TDB, the FDIC and the Colorado Division of Banking (collectively, the “Regulatory Approvals”). Provided that GBNK has promptly provided information reasonably requested by IBG and its comments to draft applications, and proceed diligently otherwise complied with Section 5.02, IBG shall file all such applications on or before the thirtieth (30th) day following the date of this Agreement. IBG shall use commercially reasonable efforts to obtain all such regulatory approvals and in good faith and use all reasonable efforts, any other approvals from third parties at the earliest commercially practicable datestime. IBG and GBNK shall have the right to review in advance, and, to obtain the extent practicable, each will consult the other on, in each case subject to applicable Law relating to the exchange of information, all consentsthe information relating to IBG or GBNK, approvals as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or actions ofwritten materials submitted or proposed to be submitted to, to make all filings with and to give all notices to Governmental or Regulatory Authorities any third party or any other Person required of Purchaser to consummate Governmental Authority in connection with the transactions contemplated hereby and by this Agreement. In exercising the Operative Agreementsforegoing right, including those described in Section 3.03 each of the Disclosure Schedule parties hereto shall act reasonably and Purchaser Required Regulatory Approvals or for Purchaser as promptly as practicable. In addition, IBG shall keep GBNK reasonably informed as to own, operate or maintain, on the status of such applications and after the Closing, the Assets substantially as filings; IBG shall promptly furnish GBNK and its counsel with copies of all such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals regulatory filings and all other consents, approvals or actions of, making all filings correspondence with respect thereto to the extent permitted by applicable Law; and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller to consummate the transactions contemplated hereby and extent permitted by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 applicable Law, provide copies of each party shall promptly advise the other upon receiving any such communications that are in writing) with communication from any Governmental Authority whose consent or Regulatory Authority or other Person regarding any approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the receipt of any such approval will be materially delayed. Notwithstanding anything to the contrary contained in this Agreement, IBG shall not be required to (and GBNK shall not be permitted to, without IBG’s prior written consent) take any action, or commit to take any action, or agree to any condition or restriction, involving IBG, GBNK or any of their respective Subsidiaries pursuant to this Section 6.07 or otherwise in connection with obtaining any permits, consents, approvals and authorizations that would reasonably be expected to be materially burdensome on IBG, GBNK, the Operative AgreementsResulting Corporation or their respective Subsidiaries or require a material modification of, or impose any material limitation or restriction on, the activities, governance, legal structure, capital structure, compensation or fee arrangements of IBG, GBNK, the Resulting Corporation or any of their respective Subsidiaries (any of the foregoing, a “Burdensome Condition”); provided, however, that the following shall not be deemed to be a Burdensome Condition: any restraint, limitation, term, requirement, provision or condition that applies generally to bank holding companies and banks as provided by statute, regulation, or written and publicly available supervisory guidance of general applicability, in each case, as in effect on the date hereof.

Regulatory and Other Approvals. Purchaser (i) Prior to the Closing, each of Holdings, the Company and their Subsidiaries will (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all their commercially reasonable efforts, at the earliest commercially practicable datesas promptly as practicable, to (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to to, Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and by Company or any Subsidiary as a result of the Operative AgreementsTransactions, including including, without limitation, those described in Section 3.03 2F of the Disclosure Schedule and Purchaser Required Regulatory Approvals Letter (provided that none of the Purchasers, Holdings, or for Purchaser the Company shall have any obligation to own, operate or maintain, make any filing under the HSR Act prior to the date on and after which the Closing, Company is obligated under the Assets substantially Reorganization Plan to submit Plan Documents (as such assets are currently owned, operated and maintained by Sellerdefined in the Reorganization Plan) to the Bankruptcy Court), (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith order Holdings, the Company and their Subsidiaries to obtain any such necessary consent, approval or action, and (c) provide reasonable cooperation to Seller cooperate with the Purchasers as promptly as practicable in obtaining Seller Required Regulatory Approvals and all other 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 to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this described in Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser 3D. The Company will provide prompt notification to Seller Purchasers 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 Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any such consent, approval, action, filing or notice of the transactions Transactions. Nothing in this Agreement shall preclude Holdings, the Company and their Subsidiaries from terminating this Agreement pursuant to Section 9A or taking any other actions expressly permitted hereunder; provided that the fee payable pursuant to Section 9B is paid to the Purchasers if and to the extent contemplated by this Agreement or any of the Operative Agreements.Section 9B.

Regulatory and Other Approvals. Purchaser Seller will (aa)(i) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain all consents, approvals (including Final Orders) or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities provided that the Final Order(s) of the OPUC approving the transaction and the terms and conditions of each of the Operative Agreements and the respective regulatory treatment of any and all financial impacts thereof in each case shall be in form and substance satisfactory to Seller in its reasonable discretion and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of Purchaser Seller, in each case, to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 2.03 of the Disclosure Schedule and Purchaser Seller Required Regulatory Approvals Approvals, or required for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation (i) to Seller Purchaser in obtaining Seller all Purchaser Required Regulatory Approvals and 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 Purchaser to consummate the transactions contemplated hereby and by the Operative AgreementsAgreements and (ii) to Purchaser and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.014.01, Purchaser Seller agrees to provide copies of such filings to SellerPurchaser. Nothing in this Agreement shall require Purchaser Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Seller Required Regulatory Approvals. 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 LawLaw or Order, 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 Each Shareholder will (a) as promptly as reasonably practicable take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities Entities or any other Person required of Purchaser such Shareholder to consummate the transactions contemplated hereby hereby, including, without limitation, any consents or approvals required under any Contracts to which any Shareholder, Salvage Disposal or any of Xxxx is a party or by which any of their properties or assets is bound and a complete Premerger Notification Report with the FTC and the DOJ to the extent required by the Operative AgreementsHSR Act (to be file as soon as practicable after execution and delivery of this Agreement). If agreed by the Parties, including those described in Section 3.03 each of the Disclosure Schedule parties shall request, and use commercially reasonable efforts to obtain, early termination of any waiting period under the HSR Act; provided, however, that the Shareholders acknowledge that they shall not seek early termination of any waiting period under the HSR Act without the prior express written consent of Purchaser. Purchaser shall be solely obligated to pay the filing fees payable to the FTC in connection with the HSR filing. None of Salvage Disposal, the Shareholders or Purchaser shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties hereto. Salvage Disposal, the Shareholders and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, shall (ba) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other Persons as such Governmental or Regulatory Authorities Entities or other Persons may reasonably request in connection therewith and (cb) provide reasonable cooperation to Seller Purchaser in obtaining Seller Required Regulatory Approvals connection with the performance of its obligations under Sections 7.01 and all other consents7.02 below. The Shareholders’ Representative will provide, approvals or actions ofcause to be provided, 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 Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Entity or other Person regarding any of the transactions contemplated by this Agreement Agreement. Notwithstanding the foregoing or anything herein to the contrary, neither the Shareholders nor Salvage Disposal nor Purchaser will seek or obtain any consents or approvals with respect to any suppliers of Salvage Disposal including any insurance company suppliers, without regard to whether such suppliers are listed on the Operative AgreementsDisclosure Schedules hereto.

Regulatory and Other Approvals. Purchaser will (a) take all reasonable steps The Company, with the cooperation of Buyer as and when reasonably requested, shall use Commercially Reasonable Efforts necessary to (i) promptly following the execution of this Agreement, submit a pre-acquisition application to DOE for approval of each Institution to participate in the Title IV Programs following the Merger (“Pre-Closing DOE Review Applications”), (ii) obtain the Pre-Closing Educational Consents set forth in Section 6.6(a)(ii) of the Company Disclosure Schedule, (iii) make any other required pre-closing filings or desirablenotifications pertaining to the continuation or renewal of any Educational Approvals following Closing, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, 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 Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (biv) provide such other information and communications to such Governmental Authorities and Educational Agencies or Regulatory other persons as such Governmental Authorities and Educational Agencies may request in connection with any Education Approval or Pre- or Post-Closing Educational Consent. Each Party will promptly and regularly advise the other Parties concerning the occurrence and status of any material discussions or other communications, whether oral or written, with any Educational Agency, other Governmental Authorities or other Persons third party with respect to any Pre- or Post-Closing Educational Consent, including any difficulties or delays experienced in obtaining any Consent and of any conditions proposed, considered, or requested for any Consent. Buyer shall not contact any Educational Agency or Governmental Authority of the Company prior to Closing with respect to the proposed Merger without the participation and prior consent (which shall not unreasonably be withheld or delayed) of the Company; provided, however, that such prior consent of the Company shall not be required for the Buyer to contact any Educational Agency or Governmental Authority regarding (i) any matters unrelated to the Transactions; or (ii) any matters which pertain solely and exclusively to the Buyer and do not disclose the Transactions. The Company shall provide Buyer, for prior review and comment, each filing proposed to be submitted to any Educational Agency regarding the proposed Merger at least three (3) business days before submitting it to the Educational Agency. The Company and Buyer shall use Commercially Reasonable Efforts to ensure that their respective appropriate officers and employees shall be available to attend, as such Governmental or Regulatory Authorities or other Persons any Educational Agency may reasonably request request, any scheduled hearings or meetings in connection therewith and (c) provide reasonable cooperation to Seller in with obtaining Seller Required Regulatory Approvals and 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 to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Operative AgreementsConsent.

Regulatory and Other Approvals. Purchaser will (a) Seller covenants that, from the date hereof until the earlier of the Closing or termination of this Agreement in accordance with its terms (the "Interim Period"), Seller will, in order to consummate the transactions contemplated hereby (including the transfer of the Transferred Permits to Purchaser), take all such reasonable steps as are necessary or desirable, and proceed diligently and in good faith and use all reasonable effortsefforts to expedite and obtain the Seller Approvals and Seller Consents, at the earliest commercially practicable dates, to obtain all consents, approvals or actions of, and to make all filings with 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 Authorities, and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons Persons, as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller therewith. Purchaser covenants that, during the Interim Period, Purchaser will, in obtaining Seller Required Regulatory Approvals and 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 order to consummate the transactions contemplated hereby (including the transfer of the Transfer red Permits to Purchaser), take such reasonable steps as are necessary or desirable, and by proceed diligently and in good faith and use all reasonable efforts to expedite and obtain the Operative AgreementsPurchaser Approvals, and to make all filings with, and to give all notices to, Governmental Authorities, and provide such other information and communications to such Governmental Authorities or other Persons, as such Governmental Authorities or other Persons may reasonably request in connection therewith. Prior Without limiting the generality of the foregoing, each Party shall provide, and cause its respective Affiliates to making any provide, true and accurate information in a timely manner with respect to all filings with a and notices to Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to SellerAuthorities. Nothing in this Agreement Section 6.1(a) shall be construed to require (i) Purchaser to institute litigation take any action with respect to filings with or notices to pay Governmental Authorities that in Purchaser's discretion could materially adversely affect any other proceeding with such Governmental Auth orities or agree (ii) Seller to pay take any sum action that would result in the transfer of money or make financial accommodations (a Permit to Purchaser prior to Closing. Each Party will cooperate fully in good faith with the other than the payment or incurrence of customary expenses and filing or other fees) in order Party with respect to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 all filings that are required by Law or that such other Party elects to make in writing) connection with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by under this Agreement or any of Agreement. Each Party will also cooperate fully in good faith with the Operative Agreementsother in obtaining all material consents and approvals required under this Agreement.

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, at the earliest commercially as promptly as practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or any other Person required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Section Schedules 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller3.04 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller Sellers in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of Seller Sellers to consummate the transactions contemplated hereby and by hereby. Purchaser shall afford Sellers the Operative Agreements. Prior right to making review in advance, subject to any filings with a applicable laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authority pursuant to this Section 5.01Authorities, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing Securities Regulatory Bodies or other fees) Persons in order to obtain any necessary consent, approval or authorization including, without limitation, connection with the Purchaser Required Regulatory Approvalstransactions contemplated by this Agreement. 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 Authority, Securities Regulatory Bodies 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) Buyer shall (and the Company and Seller shall cooperate with Buyer to) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at as promptly as practicable to (i) solicit input from governmental authorities and accrediting agencies regarding the earliest commercially practicable datesprocess of obtaining regulatory, to accrediting agency and Department of Education approvals, obtain all consentsstate education regulatory body, approvals or actions ofaccrediting agency and Department of Education approvals, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person governmental authorities and accrediting agencies, and obtain all licenses required of Purchaser the Company to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Sellerhereby, (bii) provide such other information and communications to such Governmental or Regulatory Authorities governmental authorities and accrediting agencies or other Persons persons as a party hereto or such Governmental or Regulatory Authorities or other Persons governmental authorities and accrediting agencies may reasonably request in connection therewith and (ciii) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals obtain all state education regulatory body, accrediting agency and all other consents, approvals or actions ofDepartment of Education approvals, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons governmental authorities and accrediting agencies and obtaining all licenses required of Seller Buyer to consummate the transactions contemplated hereby hereby. Each of Buyer, Seller and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement Company shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser will provide prompt notification to Seller the other parties when any such consentstate education regulatory body, approval, action, filing accrediting agency or notice Department of Education approval or license referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will promptly advise Seller the other party of any communications (and, unless precluded by Law, and promptly provide copies of any such communications that are in writingwriting or filings) with any Governmental governmental authority or Regulatory Authority or other Person accrediting agency regarding any of the transactions contemplated by this Agreement or any of Agreement. Seller shall cause the Operative Agreements.Company to comply with its obligations under this Section 4.2. In addition:

Regulatory and Other Approvals. Purchaser Buyer will (a) take all reasonable steps necessary or desirablereasonably necessary, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable datesas 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 or its Affiliates to consummate the transactions contemplated hereby hereby, and by Buyer will be required to comply or agree to comply with any conditions (including the Operative Agreements, including those described in Section 3.03 obligation of Buyer to dispose of any Assets or to have any limit or restriction imposed on the conduct of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to ownBusiness, operate or maintainin each case, on and after the Closing) that are imposed in connection with obtaining or making any such consents, approvals, actions and filings; PROVIDED, HOWEVER, that, notwithstanding anything herein to the Assets substantially contrary, Buyer will not be required to comply or agree to comply with any conditions, or take any actions (including dispositions of assets), that would have a material adverse effect on the assets and operations of BFC and the Business, taken as a whole. Sellers will take all steps reasonably necessary or desirable, and proceed diligently and in good faith as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities required of such assets are currently owned, operated parties or their Affiliates to consummate the transactions contemplated hereby. Sellers and maintained by Seller, Buyer will (ba) provide as promptly as practicable such other information and communications to such Governmental or Regulatory Authorities or other Persons as such parties or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith therewith; and (cb) provide reasonable cooperation to Seller cooperate with each other as promptly as practicable in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings connection 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 Operative Agreementsforegoing. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser Each party hereto will provide prompt notification to Seller the other parties hereto when any such consent, approval, action, filing or notice referred to above in clause (a) above this Section 6.2 is obtained, taken, made or given, as applicable, and will advise Seller each other party hereto of any communications (and, unless precluded by Law, provide copies to each other party hereto of any such communications that are in writing, other than the filings under the HSR Act, Mexican Federal Economic Competition Laws and the German Competition Act, described below) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any Agreement. In addition to and not in limitation of the Operative Agreementsforegoing, Sellers and Buyer will (a) take promptly (and in any event within 10 Business Days after the execution of this Agreement) all actions necessary to make the filings required of each of them or their Affiliates under the HSR Act; (b) comply at the earliest practicable date with any request for additional information or documentary material received by each of them or their Affiliates from the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice pursuant to the HSR Act; and (c) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or state attorneys general. As promptly as practicable after the date of this Agreement, Buyer will file a notice of concentration before the Mexican Federal Competition Commission as required by the Mexican Federal Economic Competition Laws. Sellers will cooperate with Buyer and its representatives in providing all information and documents attributable to Sellers or relating to the Business that are required under the Mexican Federal Economic Competition Laws to submit such notice of concentration. As promptly as practicable after the date of this Agreement, Buyer and Sellers will file a merger control notification with the German Federal Cartel Office (BUNDESKARTELLAMT) in accordance to the German Competition Act. Sellers hereby agree to cooperate with Buyer and its representatives in providing all information and documents attributable to Sellers or relating to the Business that are required under the German Competition Act or by the German Federal Cartel Office (BUNDESKARTELLAMT).

Regulatory and Other Approvals. Each Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, 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 such Purchaser or the Issuer to consummate the transactions contemplated hereby and by the Operative other Principal Agreements, including including, without limitation, those described in Section 3.03 of Schedule 4.04 (and shall in any event make all necessary applications to and file all notices and other filings with the Disclosure Schedule MAMP and Purchaser Required Regulatory Approvals or for Purchaser to ownthe Commission when required by applicable Law, operate or maintain, on and but in any event no later than thirty (30) calendar days after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Sellerdate of execution of this Agreement), (b) provide such other information and communications to the Issuer, such Governmental or Regulatory Authorities or other Persons as the Issuer or such Governmental or Regulatory Authorities or other Persons may request in connection therewith and execute all documents as may be reasonably request requested by the Issuer in connection therewith and (c) provide reasonable cooperation to Seller cooperate with the Issuer as promptly as practicable in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with with, and giving all notices to to, Governmental or Regulatory Authorities or other Persons required of Seller the Issuer to consummate the transactions contemplated hereby and by the Operative other Principal Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Each Purchaser will (i) provide prompt notification to Seller the Issuer and the other Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, (ii) deliver to the Issuer and will the other Purchaser from time to time as soon as practicable after they become available, copies of public filings relating to any actions related to the Purchasers' Shares, agreements entered into between or among the Purchasers and publications required to be made in accordance with Russian securities laws, and (iii) advise Seller the Issuer in writing of any written communications (and, unless precluded by Law, provide copies of any such communications that are in writingcommunications) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative other Principal Agreements.

Regulatory and Other Approvals. Purchaser From the Effective Date to the end of the Determination Period, save and except for the issues and matters disclosed, the Seller will, and will cause the Company and the Related Entity to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain or renew all requisite 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, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by SellerTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and request, (c) provide reasonable cooperation to Seller cooperate with Purchaser as promptly as practicable in obtaining Seller Required Regulatory Approvals and or renewing 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 Purchaser to implement the transactions contemplated hereby and by the Transaction Documents and (d) execute all necessary documents, papers, forms, authorizations, declarations or oaths required of Seller, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. Purchaser From the Effective Date to the end of the Earnout Period, the Sellers and the Ultimate Seller will, and will cause the Company, the PRC WFOE and the Related Entity to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, 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, the Company, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by SellerTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and request, (c) provide reasonable cooperation to Seller cooperate with Purchaser as promptly as practicable in obtaining Seller Required Regulatory Approvals and 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 Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental Transaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies oaths required of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitationSellers, the Purchaser Required Regulatory ApprovalsCompany, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Transaction 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 Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. Purchaser will as promptly as practicable (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, desirable to obtain all consents, approvals approvals, actions, Licenses, orders or actions authorizations of, to or make all registrations, declarations or 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 will diligently and in good faith strive to obtain the Operative Agreementssame including, including those described in Section 3.03 without limitation, making all necessary filings under the HSR Act with the Federal Trade Commission and the Department of Justice no later than three (3) Business Days following the expiration of the Disclosure Schedule Diligence Period and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after making all necessary filings with the Closing, Commission no later than five (5) Business Days following the Assets substantially as such assets are currently owned, operated and maintained by Sellerexpiration of the Diligence Period, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller the Company in obtaining Seller Required Regulatory Approvals connection with the performance of their obligations under SECTIONS 4.01 and all other consents4.02 above. The parties acknowledge and agree that so long as Purchaser complies with clauses (a) and (b) of the foregoing sentence, approvals any failure or actions of, making all filings with and giving all notices refusal by the Commission to Governmental or Regulatory Authorities or other Persons required of Seller to consummate approve the transactions contemplated hereby and by this Agreement shall not be deemed to be a breach of the Operative Agreements. Prior obligations of Purchaser or Parent hereunder; provided that nothing contained herein shall limit the obligations of Purchaser to making comply with any filings with a Governmental other covenant or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing agreement contained in this Agreement or shall require relieve Purchaser to institute litigation from liability for any breach of a representation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) warranty contained in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvalsthis Agreement. Purchaser will provide prompt written notification to Seller the Company when any such consent, approval, action, order, authorization, registration, declaration, 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 Operative AgreementsAgreement.

Regulatory and Other Approvals. Purchaser will (a) take Within a reasonable time after execution of this Reorganization Agreement, Kearny shall file any and all reasonable steps necessary or desirable, and proceed diligently and applications with the appropriate government Regulatory Authorities in good faith and use all reasonable efforts, at the earliest commercially practicable dates, order to obtain all consents, approvals or the Government Approvals and shall take such other actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person as may be reasonably required of Purchaser to consummate the transactions contemplated hereby in this Reorganization Agreement and the Plans of Merger with reasonable promptness. Kearny shall pay all fees and expenses arising in connection with such applications for regulatory approval. Kearny agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by the Operative Agreementssuch authorities in connection with Kearny's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or any other approvals and consents as may be required for Purchaser to own, operate or maintain, on and after the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Kearny to take any action to meet any condition required to obtain prior regulatory approval if Kearny shall, deem such condition to be unreasonable or to constitute a significant impediment upon its ability to carry on its business or acquisition programs. Kearny shall provide Bancorp the Assets substantially as such assets are currently owned, operated opportunity to review and maintained by Seller, (b) comment on all required applications within a reasonable period prior to the filing thereof and provide such other information and Bancorp with copies of all written communications to such Governmental or with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Kearny agrees to use all reasonable efforts and to take, or other Persons as such Governmental to cause to be taken, all actions, and to do, or Regulatory Authorities to cause to be done, all things necessary, proper, or other Persons may reasonably request in connection therewith advisable under applicable laws and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and 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 regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01Reorganization Agreement, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the Purchaser Required Regulatory Approvalsability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Purchaser will provide prompt notification Subject to Seller when any such consentthe provisions of this Section, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicableKearny shall use, and will advise Seller shall cause each of any communications (andits Subsidiaries to use, unless precluded by Law, provide copies its best efforts to obtain consents of any such communications that are in writing) with any Governmental all third parties and Regulatory Authorities necessary or Regulatory Authority or other Person regarding any desirable for the consummation of each of the transactions contemplated by this Agreement or any of the Operative AgreementsReorganization Agreement.

Regulatory and Other Approvals. Purchaser will (a) Seller covenants that, from the date hereof until the earlier of the Closing or termination of this Agreement in accordance with its terms (the "INTERIM PERIOD"), Seller will, in order to consummate the transactions contemplated hereby (including the transfer of the Transferred Permits to Purchaser), take all such reasonable steps as are necessary or desirable, and proceed diligently and in good faith and use all reasonable effortsefforts to expedite and obtain the Seller Approvals and Seller Consents, at the earliest commercially practicable dates, to obtain all consents, approvals or actions of, and to make all filings with 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 Authorities, and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons Persons, as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller therewith. Purchaser covenants that, during the Interim Period, Purchaser will, in obtaining Seller Required Regulatory Approvals and 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 order to consummate the transactions contemplated hereby (including the transfer of the Transferred Permits to Purchaser), take such reasonable steps as are necessary or desirable, and by proceed diligently and in good faith and use all reasonable efforts to expedite and obtain the Operative AgreementsPurchaser Approvals, and to make all filings with, and to give all notices to, Governmental Authorities, and provide such other information and communications to such Governmental Authorities or other Persons, as such Governmental Authorities or other Persons may reasonably request in connection therewith. Prior Without limiting the generality of the foregoing, each Party shall provide, and cause its respective Affiliates to making any provide, true and accurate information in a timely manner with respect to all filings with a and notices to Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to SellerAuthorities. Nothing in this Agreement SECTION 6.1(a) shall be construed to require (i) Purchaser to institute litigation take any action with respect to filings with or notices to pay Governmental Authorities that in Purchaser's discretion could materially adversely affect any other proceeding with such Governmental Authorities or agree (ii) Seller to pay take any sum action that would result in the transfer of money or make financial accommodations (a Permit to Purchaser prior to Closing. Each Party will cooperate fully in good faith with the other than the payment or incurrence of customary expenses and filing or other fees) in order Party with respect to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 all filings that are required by Law or that such other Party elects to make in writing) connection with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by under this Agreement or any of Agreement. Each Party will also cooperate fully in good faith with the Operative Agreementsother in obtaining all material consents and approvals required under this Agreement.

Regulatory and Other Approvals. Purchaser Buyer will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially practicable datesas 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 Authorities, Securities Regulatory Bodies or any other Person required of Purchaser Buyer to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Sellerhereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons as such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith therewith, and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of Seller to consummate the transactions contemplated hereby and by hereby. Buyer shall afford Seller the Operative Agreements. Prior right to making review in advance, subject to any filings with a applicable Laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authority Authorities, Securities Regulatory Bodies or other Persons in connection with the transactions contemplated by this Agreement in connection with obtaining, making or giving any consent, approval, action, filing or notice pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller5.5. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser Buyer will provide prompt notification to Seller when of any such failure to receive, take or make, as applicable, any 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 Authority, Securities Regulatory Bodies or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. Purchaser Subject to the terms and conditions of this Agreement, each of MAI and DHS will (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable effortsto, at the earliest commercially practicable datesas promptly as practicable, to (a) 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 public or private third parties required of Purchaser DHS, MAI or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons public or private third parties as the other party or such Governmental or Regulatory Authorities or other Persons public or private third parties may reasonably request in connection therewith therewith. In addition to and not in limitation of the foregoing, each of the parties will (i) take promptly all actions necessary to make any filings (if any) legally required of DHS and MAI or their respective Affiliates under the HSR Act as soon as practicable but in no event later than thirty (30) days after the date hereof, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") pursuant to the HSR Act, and (ciii) provide reasonable cooperation cooperate with the other party in connection with such party's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Without limiting the generality of the foregoing, DHS and MAI shall together, or pursuant to Seller an allocation of responsibility to be agreed between them, coordinate and cooperate in obtaining Seller Required Regulatory Approvals and all other determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or actions ofwaivers are required to be obtained from parties to any contracts, making all filings in connection 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 Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 consummation of the transactions contemplated by this Agreement Agreement, and in seeking any such actions, consents, approvals or waivers or making any of the Operative Agreementssuch filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Purchaser Each of Seller and VCH will, and will cause each Purchased 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 reasonable efforts, at the earliest commercially practicable dates, 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, VCH or any Purchased Company to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described disclosed in Section 3.03 of the Disclosure Schedule Schedules 4.05 and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller4.06, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under Sections 7.01 and 7.02. Seller in obtaining Seller Required Regulatory Approvals and 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 to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 written 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 neither VCH nor any Purchased Company nor any of their Affiliates shall be required to file any lawsuit or take other legal action (other than as contemplated by Section 6.02) as against any third party, make any amendment thereof or waive any rights thereunder, or pay any amount, agree to any restriction or assume any obligation in connection therewith. Subject to applicable Laws relating to the exchange of information, Purchaser shall have the right to review in advance, and to the extent practicable the parties will consult with each other on, all of the information relating to Seller, VCH, the Purchased Companies, Purchaser, or any of their Affiliates, as the Operative Agreementscase may be, that appears in any filing made with, or written materials submitted to, any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. Seller and VCH shall not, and shall not permit any of the Purchased Companies to, take any action that would, or that would reasonably be expected to, result in (i) any of the Closing conditions set forth in Articles VIII and IX not being satisfied or (ii) a material delay in the satisfaction of such conditions.

Regulatory and Other Approvals. Purchaser Company and Parent shall make all necessary initial HSR filings as promptly as practicable but in no event more than five (5) business days following the execution of this Agreement. Subject to the terms and conditions of this Agreement, each of the Company and Parent will (a) take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsefforts to do, at the earliest commercially practicable datesor cause to be done, to all things necessary, proper or advisable to, as promptly as practicable, (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental governmental or Regulatory Authorities regulatory authorities or any other Person public or private third parties required of Purchaser Parent or the Company to consummate the transactions Merger and the other matters contemplated hereby hereby, and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (bii) provide such other information and communications to such Governmental governmental or Regulatory Authorities regulatory authorities as the other party or such governmental or regulatory authorities may reasonably request. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act and under any similar or comparable foreign antitrust statute or regulation, (y) request early termination with the Federal Trade Commission (the “FTC“) and comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the FTC or the Antitrust Division of the Department of Justice (the “Antitrust Division“) pursuant to the HSR Act or from similar or comparable foreign governmental authorities, and (z) cooperate with the other party in connection with such party’s filings under the HSR Act and comparable foreign statutes and in connection with resolving any investigation or other Persons as such Governmental inquiry concerning the Merger or Regulatory Authorities or the other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and 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 to consummate the transactions matters contemplated hereby and by this Agreement commenced by the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitationFTC, the Purchaser Required Regulatory ApprovalsAntitrust Division, or state attorneys general or comparable foreign authorities. Purchaser will provide prompt notification to Seller when any such consent, approval, action, filing or Each party shall give the other party reasonably prior notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (andcommunication with or any proposed communication, unless precluded by Law, provide copies of any such communications that are in writing) understanding or agreement with any Governmental governmental or Regulatory Authority or other Person regarding any of regulatory authority with respect to the transactions contemplated by this Agreement Agreement. None of the parties shall independently participate in any meeting, or engage in any substantive conversation, with any such governmental or regulatory authority in respect of any filings or inquiry without giving the other party prior notice of the meeting and, unless prohibited by such governmental or regulatory authority, the opportunity to attend and/or participate. Notwithstanding the foregoing, neither Parent nor any of the Operative Agreementsits Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, assets or product lines or that otherwise could materially adversely affect Parent or its Affiliates.

Regulatory and Other Approvals. The Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of the Purchaser to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including including, without limitation, those described in Section 3.03 of Schedule 4.04 hereto (and shall in any event apply for the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and MAMP Approval as soon as practicable but no later than thirty (30) calendar days after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Sellerdate of execution of this Agreement), (b) provide such other information and communications to the Sellers, such Governmental or Regulatory Authorities or other Persons as the Sellers or such Governmental or Regulatory Authorities or other Persons may request in connection therewith and execute all documents as may be reasonably request requested by the Sellers in connection therewith and (c) provide reasonable cooperation to Seller cooperate with the Sellers as promptly as practicable in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with with, and giving all notices to to, Governmental or Regulatory Authorities or other Persons required of Seller the Sellers to consummate the transactions contemplated hereby and by the Operative Agreementshereby. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. The 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 the Sellers in writing of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. Subject to the Purchaser and AMRI using commercially reasonable efforts to co-operate with the Sellers, the Sellers will, and agree to use commercially reasonable efforts to ensure that the Company and its Subsidiaries will (a) take all reasonable steps necessary or desirableproceed diligently, and proceed diligently expeditiously and in good faith and use all reasonable efforts, at the earliest commercially as promptly as practicable dates, 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 the Sellers, the Company or any of its Subsidiaries to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith therewith, and (c) provide reasonable cooperation to Seller cooperate with Purchaser in obtaining Seller Required Regulatory Approvals and all other 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 Operative Ancillary Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or The Sellers will and agree to pay any sum of money or make financial accommodations (other than use commercially reasonable efforts to ensure that the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser Company 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 Operative Ancillary Agreements.

Regulatory and Other Approvals. Purchaser will (a) Purchaser will as promptly as reasonably practicable take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, at the earliest commercially practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities Entities or any other Person required of Purchaser to consummate the transactions contemplated hereby hereby, including, without limitation, a complete Premerger Notification Report with the FTC and the DOJ to the extent required by the Operative AgreementsHSR Act (to be file as soon as practicable after execution and delivery of this Agreement). If agreed by the Parties, including those described in Section 3.03 each of the Disclosure Schedule parties shall request, and use commercially reasonable efforts to obtain, early termination of any waiting period under the HSR Act; provided, however, that Purchaser acknowledges that it shall not seek early termination of any waiting period under the HSR Act without the prior express written consent of Shareholders’ Representative. Purchaser shall be solely obligated to pay the filing fees payable to the FTC in connection with the HSR filing. None of Salvage Disposal, the Shareholders or Purchaser shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties hereto. Salvage Disposal, the Shareholders and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, shall (ba) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other Persons as such Governmental or Regulatory Authorities Entities or other Persons may reasonably request in connection therewith and (cb) provide reasonable cooperation to Seller Purchaser in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings connection 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 Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to its obligations under this Section 5.017.01 and Section 7.02 below. The Shareholders’ Representative will provide, Purchaser agrees or cause to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consentbe provided, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Entity or other Person regarding any of the transactions contemplated by this Agreement Agreement. Notwithstanding the foregoing or anything herein to the contrary, neither the Shareholders nor Salvage Disposal nor Purchaser will seek or obtain any consents or approvals with respect to any customers or suppliers of Salvage Disposal including any insurance company suppliers, without regard to whether such customers or suppliers are listed on the Disclosure Schedules hereto. In addition to Purchaser’s obligations pursuant to Section 7.05, Purchaser shall not take or permit to be taken any action that would reasonably be expected to result in the disclosure of the Operative Agreementstransactions contemplated by this Agreement, except as may be necessary in connection with the performance of its obligations under this Section 7.01 and as may be required by Law.

Regulatory and Other Approvals. Purchaser From the date hereof until the Closing or the termination of this Agreement in accordance with Article 12, Seller will, or will cause the Selling Affiliates to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially practicable datesas 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 any Selling Affiliate to consummate the transactions contemplated hereby and by the Ancillary Agreements and the Operative Agreements, including without limitation those described in Section 3.03 Sections 2.3 and 2.4 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by SellerSchedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller cooperate with Purchaser or the designated Purchasing Affiliates as promptly as practicable in obtaining Seller Required Regulatory Approvals and 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 Purchaser or a Purchasing Affiliate to consummate the transactions contemplated hereby and by the Ancillary Agreements and the Operative Agreements. Prior Seller will provide, and will cause the Selling Affiliates to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01provide, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Ancillary Agreements or the Operative 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 all commercially reasonable efforts, at the earliest commercially practicable datesas 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 Authorities, Securities Regulatory Bodies or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Sellerhereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons as such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith therewith, and (c) provide reasonable cooperation to Seller Buyer in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of Seller Buyer to consummate the transactions contemplated hereby and by hereby. Seller shall afford Buyer the Operative Agreements. Prior right to making review in advance, subject to any filings with a applicable Laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authority Authorities, Securities Regulatory Bodies or other Persons in connection with the transactions contemplated by this Agreement in connection with obtaining, making or giving any consent, approval, action, filing or notice pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller4.6. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser Seller will provide prompt notification to Seller when Buyer of any such failure to receive, take or make, as applicable, any 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 Authority, Securities Regulatory Bodies or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. Purchaser Sellers will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or any other Person required of Purchaser Sellers to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Section 3.03 Sections 2.03 and 2.04 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on the Real Estate Leases and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by SellerPersonal Property Leases, (b) provide such other information and communications to such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons as such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller Purchaser in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of Seller Purchaser to consummate the transactions contemplated hereby and by hereby. Sellers shall afford Purchaser the Operative Agreements. Prior right to making review in advance, subject to any filings with a applicable laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authority pursuant to this Section 5.01Authorities, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing Securities Regulatory Bodies or other fees) Persons in order to obtain any necessary consent, approval or authorization including, without limitation, connection with the Purchaser Required Regulatory Approvalstransactions contemplated by this Agreement. 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 Authority, Securities Regulatory Bodies or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsAgreement.

Regulatory and Other Approvals. Each Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, 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 such Purchaser or the Issuer to consummate the transactions contemplated hereby and by the Operative other Principal Agreements, including including, without limitation, those described in Section 3.03 of Schedule 4.04 (and shall in any event make all necessary 49 57 applications to and file all notices and other filings with the Disclosure Schedule MAMP and Purchaser Required Regulatory Approvals or for Purchaser to ownthe Commission when required by applicable Law, operate or maintain, on and but in any event no later than thirty (30) calendar days after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Sellerdate of execution of this Agreement), (b) provide such other information and communications to the Issuer, such Governmental or Regulatory Authorities or other Persons as the Issuer or such Governmental or Regulatory Authorities or other Persons may request in connection therewith and execute all documents as may be reasonably request requested by the Issuer in connection therewith and (c) provide reasonable cooperation to Seller cooperate with the Issuer as promptly as practicable in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with with, and giving all notices to to, Governmental or Regulatory Authorities or other Persons required of Seller the Issuer to consummate the transactions contemplated hereby and by the Operative other Principal Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Each Purchaser will (i) provide prompt notification to Seller the Issuer and the other Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, (ii) deliver to the Issuer and will the other Purchaser from time to time as soon as practicable after they become available, copies of public filings relating to any actions related to the Purchasers' Shares, agreements entered into between or among the Purchasers and publications required to be made in accordance with Russian securities laws, and (iii) advise Seller the Issuer in writing of any written communications (and, unless precluded by Law, provide copies of any such communications that are in writingcommunications) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative other Principal Agreements.

Regulatory and Other Approvals. Purchaser From the Effective Date to the end of the Determination Period, save and except for the issues and matters disclosed, the Sellers will, and will cause the Company and the Related Entity to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially as promptly as practicable dates, to obtain or renew all requisite 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, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by SellerTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and request, (c) provide reasonable cooperation to Seller cooperate with Purchaser as promptly as practicable in obtaining Seller Required Regulatory Approvals and or renewing 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 Purchaser to implement the transactions contemplated hereby and by the Transaction Documents and (d) execute all necessary documents, papers, forms, authorizations, declarations or oaths required of Sellers, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Operative AgreementsTransaction Documents.

Regulatory and Other Approvals. Purchaser will (a) take Each of the Company, Seller and Purchaser shall use its reasonable best efforts to (i) cooperate in all reasonable steps necessary respects with each other in connection with any filing or desirable, and proceed diligently and submission with a Governmental Authority in good faith and use all reasonable efforts, at the earliest commercially practicable dates, to obtain all consents, approvals or actions of, to make all filings connection with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby by this Agreement and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities connection with any investigation or other Persons as such inquiry by or before a Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation Authority relating to Seller in obtaining Seller Required Regulatory Approvals and 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 to consummate the transactions contemplated hereby and by the Operative Agreements. Prior to making this Agreement, including any filings with inquiry, investigation or Action initiated by a Governmental Authority or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 applicablea private Person, and will advise Seller (ii) keep the other party hereto informed in all material respects and on a reasonably timely basis of any communications (andcommunication received by such party from, unless precluded or given by Lawsuch party to, provide copies any Governmental Authority and of any such communications that are communication received or given by a private Person in writing) connection with any Governmental inquiry, investigation or Regulatory Authority or other Person Action, in each case regarding any of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, subject to applicable Laws relating to the exchange of information, each of the Company, Seller and Purchaser shall consult and cooperate with the other party hereto in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such inquiry, investigation or Action. In addition, the Company, Seller and Purchaser shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Company, Seller and Purchaser agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither the Company, Seller nor Purchaser shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Antitrust Law unless the other party has given its prior written consent to such extension or delay, which consent shall not be unreasonably withheld or delayed. Purchaser and Seller may, as each deems proper, necessary or advisable, reasonably designate any competitively sensitive material provided to the other under this Section 6.02 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the Operative Agreementsrecipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 6.02, materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation, pricing and other competitively sensitive terms from an antitrust perspective in the Contracts of Purchaser, Seller and their respective Subsidiaries.

Regulatory and Other Approvals. Purchaser will, and will cause the Purchasing Affiliates to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, at the earliest commercially practicable datesas 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 or the Purchasing Affiliates to consummate the transactions contemplated hereby and by the Ancillary Agreements and the Operative Agreements, including without limitation those described in Section 3.03 of the Disclosure Schedule Schedules 3.3 and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or a Selling Affiliate or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Seller and the Selling Affiliates as promptly as practicable in obtaining Seller Required Regulatory Approvals and 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 or a Selling Affiliate to consummate the transactions contemplated hereby and by the Ancillary Agreements and the Operative Agreements. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. 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 Ancillary Agreements or the Operative Agreements.. AMENDED ASSET PURCHASE AGREEMENT 61