Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

Regulatory and Other Approvals. During the Interim Period: (a) Subject The Parties will, in order to consummate the terms and conditions of this Agreement and without limiting the provisions of Annex Ctransactions contemplated hereby, the Company will (i) proceed diligently and in good faith toand use all reasonable best efforts, as promptly as practicable, (i) to obtain all consentsthe Seller Approvals, approvals or actions ofCompany Consents and Buyer Approvals in form and substance reasonably satisfactory to Seller and Buyer, and to make all required filings with with, and to give all required notices to to, the applicable Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) cooperate in good faith with the applicable Governmental Authorities and provide promptly such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders ; provided, however, notwithstanding anything to the contrary in this Agreement, except as otherwise contemplated in Section 6.1(c)(iv), the Parties acknowledge and agree that neither Buyer nor Seller shall cooperate have any obligation to pay any consideration, other than customary fees imposed by Governmental Authorities, or to offer to grant, or agree to, any financial or other accommodation in order to obtain any of the Seller Approvals, Company Consents and Buyer Approvals and, provided, further, that to the extent Buyer is required to file an application with the Company PUCT pursuant to Sections 39.158 and 39.154 of Texas Public Utility Regulatory Act, Buyer shall have the duty to file the application, and any failure to file the application that results in penalties to Buyer or Seller shall be the sole responsibility of Buyer; (b) The Parties will provide prompt notification to each other when any such approval referred to in Section 6.1(a) is obtained, taken, made, given or denied, as it may reasonably request applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement; and (c) In furtherance of the foregoing covenants: (i) Each Party shall prepare, or with respect to any required HSR Act filings cause its ultimate parent entity (as that term is defined in the HSR Act) to prepare, as soon as is practical following the Effective Date, all necessary filings in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of transactions contemplated by this Agreement and without limiting the provisions of Annex Cother Transaction Documents under the HSR Act or any other federal, each Holder will proceed diligently and state or local Laws. Each Party shall submit, or with respect to any required HSR Act filings cause its ultimate parent entity (as that term is defined in good faith tothe HSR Act) to submit, such filings as promptly soon as practicable, but, with respect to filings under the HSR Act, in no event later than ten (i10) obtain all consentsBusiness Days after the Effective Date. The Parties shall request expedited treatment of any such filings, approvals shall promptly make any appropriate or actions of, make all filings with and give all notices to Governmental necessary subsequent or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebysupplemental filings, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder other in the preparation of such filings in such manner as it may is reasonably request necessary and appropriate. The Parties shall consult with each other and shall agree in good faith upon the timing of such filings. Buyer will pay all of the filing fees under the HSR Act; (ii) Neither Party shall, and each Party shall cause its Affiliates not to, take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any of the aforementioned filings, and Seller shall neither cause nor permit FPLE Xxxxxx or Xxxxx to be or become a “public utility” as that term is defined under the Federal Power Act, as amended, including the regulations of the FERC thereunder, nor shall Buyer be, or take any action to become, a “public utility” as defined in this provision; (iii) Subject to applicable confidentiality restrictions or restrictions required by Law, Buyer and Seller will notify the other Party promptly upon the receipt of (A) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant to this Section 6.1 or the transactions contemplated by this Agreement and (B) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any Laws of any Governmental Authority or answers to any questions, or the production of any documents, relating to an investigation of the transactions contemplated by this Agreement by any Governmental Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 6.1, each Party will promptly inform the other of such Holder's satisfaction occurrence and cooperate in filing promptly with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Authority and any productions made by such Party or its Affiliates to any Governmental Authority relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 6.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include Representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party; and (iv) Buyer shall use all reasonable best efforts to take, in order to consummate the transactions contemplated by this Agreement, all actions reasonably necessary to (A) keep Seller apprised, during the pendency of the Bankruptcy Cases, of all material developments and filings made with respect to the Bankruptcy Court Order and the DIP Order in the Bankruptcy Cases, (B) comply in all material respects with, during the pendency of the Bankruptcy Cases, the Bankruptcy Court Order, the DIP Order, and any other Orders of the Bankruptcy Court to the extent applicable to the transactions contemplated by this Agreement, (C) respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Person with respect to the Bankruptcy Court Order or the DIP Order during the pendency of the Bankruptcy Cases, (D) secure the expiration or termination of any applicable waiting period under any Seller Approvals, Company Consents and Buyer Approvals from a Governmental Authority, (E) resolve any objections asserted with respect to the transactions contemplated by this Agreement raised by any Governmental Authority, and (F) otherwise to obtain the Buyer Approvals in form and substance reasonably satisfactory to Seller and Buyer and to respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require (and reasonable best efforts as used in this paragraph shall not require) Buyer to prevent the entry of any court order or to have vacated, lifted, reversed or overturned, or appeal, any decree, judgment, injunction or other order that would prevent, prohibit, restrict, or delay the consummation of the transactions contemplated by this Agreement or to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (w) require the divestiture of any Assets of Buyer, any of its Affiliates, or any of the Acquired Companies, (x) limit Buyer’s freedom of action with respect to, or its ability to consolidate and control, any of the Acquired Companies or any of their Assets or businesses or any of Buyer’s or its Affiliates’ other Assets or Business, (y) limit Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Interests or (z) require the payment of funds to any Person (other than routine application fees payable to a Governmental Authority) (any of the foregoing clauses (w)-(z), unless specifically waived in writing by Buyer at its discretion, a “Burdensome Condition”). Without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not seek (or assist any other Person in seeking) to alter or enjoin the terms of, during the pendency of the Bankruptcy Cases, the Bankruptcy Court Order or the DIP Order in a manner that would reasonably be expected to prevent Buyer from performing its obligations hereunder. (d) Promptly following the Effective Date, Buyer will seek authorization from the PUCT to acquire the Interests under this paragraph (b)Sections 39.158 and 39.154 of the PURA.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex Cherein provided, the Company and Parent will (1) take all reasonable steps necessary or desirable, and proceed diligently and in good faith to, as promptly as practicableand use all reasonable efforts to obtain all approvals required by any Contract to consummate the transactions contemplated hereby, (i2) obtain cooperate with each other in obtaining all consentsapprovals, approvals or actions ofauthorizations, make all filings with and give all notices to clearances of Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Entities required of the Company or any of its Subsidiaries Parent to permit the Company and Parent to consummate the Offer and the other matters transactions contemplated hereby, and (ii3) provide such other information and communications to such Governmental Entities as such authorities may reasonably request. (b) The Company and Parent will (1) take all reasonable actions necessary to file as soon as practicable, but in no event later than three Business Days after the execution of this Agreement, notifications under the HSR Act and (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission or Regulatory Authorities Antitrust Division of the Department of Justice pursuant to the HSR Act. (c) The Company and Parent shall use their respective best efforts to resolve such objections, if any, as may be asserted by any governmental or regulatory authority with respect to the transactions contemplated by this Agreement under the HSR Act. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law designed to prohibit, restrict or regulate actions having the purpose of effect of monopolization or restraint or trade, each of Parent and the Company shall cooperate and use their respective best efforts vigorously to contest and resist any such action or proceedings and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other public order, whether temporary, preliminary or private third parties permanent, that is in effect and that prohibits, prevents or restricts consummation of any such transaction. Each of Parent and the Company shall use their respective best efforts to take such action as may be required to cause the expiration of the applicable waiting periods under the HSR Act with respect to such transactions as promptly as possible after the date of this Agreement (other than requesting early termination of such waiting periods). (d) The Company and Parent shall, except to the extent impermissable under, or inconsistent with, applicable Law, (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other party to review and discuss in advance, and consider in good faith the views of one another in connection with, any proposed written (or any material proposed oral) communication with any Governmental Entity, (iii) not participate in any meeting with any Governmental Entity unless it consults with the other party in advance and, to the extent permitted by such Governmental or Regulatory Authorities or Entity, gives the other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate party the reasonable opportunity to attend and participate at any such meeting, (iv) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the Company substance thereof) between it and any Governmental Entity with respect to this Agreement, the Offer and the Merger, and (v) furnish the other party with such necessary information and reasonable assistance as it such other party may reasonably request in connection with the Company's satisfaction its preparation of its obligations under this paragraph (a). (b) Subject necessary filings or submissions of information to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to any Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewithEntity. The Company shall cooperate with and Parent may, as each Holder as it may deems advisable and necessary, reasonably request in connection with such Holder's satisfaction of its obligations designate any competitively sensitive material provided to the other under this paragraph Section 7.7(c) as "outside counsel only." Such materials, and the information contained therein, shall be given only to the outside legal counsel of the recipient 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 (b)the Company or Parent, as the case may be) or such source's legal counsel.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, the Company each of Xxxxx and Buyer will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company Buyer, Xxxxx or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request request. In addition to and not in connection therewith. The Holders shall cooperate with limitation of the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicableforegoing, (i) obtain each of the parties will (x) take promptly all consentsactions necessary to make the filings required of Buyer and Xxxxx or their affiliates under the HSR Act, approvals (y) comply at the earliest practicable date with any request for additional information received by such party or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities its affiliates from the Federal Trade Commission (including state securities commissionsthe "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) 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 public inquiry concerning the Merger or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental by this Agreement commenced by either the FTC or Regulatory Authorities the Antitrust Division or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 7.02 and 7.03, each of the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Offer, the Merger and the other matters contemplated herebyhereby and by the Stock Option Agreement, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party hereto or such Governmental or Regulatory Authorities or other public or private third parties 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 comparable merger notification or competition laws of non-U.S. jurisdictions, (y) comply at the earliest practicable date with any request in connection therewith. The Holders shall 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 or the authorities of such other jurisdictions, and (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate inquiry concerning the Offer and or the Merger or the other matters contemplated herebyby this Agreement commenced by the FTC, and (ii) provide such the Antitrust Division, state attorneys general or any other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Authority.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, each of the Company and Harsco will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Harsco, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated herebyhereby and by the Stock Option Agreement, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request request. In addition to and not in connection therewith. The Holders shall cooperate with limitation of the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicableforegoing, (i) obtain each of the parties will (x) take promptly all consentsactions necessary to make the filings required of Harsco and the Company or their affiliates under the HSR Act, approvals (y) comply at the earliest practicable date with any request for additional information received by such party or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities its affiliates from the Federal Trade Commission (including state securities commissionsthe "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) 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 public inquiry concerning the Merger or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental by this Agreement commenced by either the FTC or Regulatory Authorities the Antitrust Division or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).state attorneys general 6.05

Regulatory and Other Approvals. From the date hereof until the earlier of the Closing or the termination of this Agreement: (a) Subject Each of Nine and Xxxxxxx shall (and each shall cause its respective applicable Affiliates to) use commercially reasonable efforts to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, obtain as promptly as practicable, (i) obtain practicable all material consents, clearances and approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or that any of its Subsidiaries Nine, Xxxxxxx or their respective Affiliates are required to obtain in order for such Person to consummate the Offer and the other matters transactions contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject Each of Nine and Xxxxxxx shall, and shall cause its respective Affiliates to, (i) make or cause to be made the filings required of such Person or any of its applicable Affiliates under any Laws applicable to it with respect to the terms and conditions of transactions contemplated by this Agreement and without limiting the provisions to pay any fees due of Annex C, each Holder will proceed diligently and it in good faith toconnection with such filings, as promptly as is reasonably practicable, (iii) obtain all consentscooperate with the other Combining Company and furnish the information in such Person’s possession that is necessary in connection with such other Person’s filings, approvals (iii) use commercially reasonable efforts to cause the expiration of the notice or actions ofwaiting periods under any Laws applicable to it with respect to the consummation of the transactions contemplated by this Agreement as promptly as is reasonably practicable, make all filings with (iv) promptly inform the other Combining Company and give all notices SCF of (and, at the other Combining Company or SCF’s reasonable request, supply to Combining Company or SCF) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required Authority in respect of such Holder filings, (v) reasonably consult and cooperate with the other Person in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Person in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Person or any of its Subsidiaries Affiliates under any Laws for additional information, documents or other materials with respect to consummate the Offer and the other matters contemplated herebysuch filings, and (iivii) provide such other information and communications use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. If Nine or Xxxxxxx (or any of their applicable Affiliates) intends to participate in any material meeting or discussion with any Governmental Authority with respect to such filings and if permitted by, or acceptable to, the applicable Governmental or Regulatory Authorities or other public or private third parties as Authorities, and otherwise permitted by Law, it shall give the other party Combining Company and SCF reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. (c) In connection with any such Governmental filings or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company applications made pursuant to this Section 5.1, each Party shall cooperate in good faith with each Holder Governmental Authorities and use its commercially reasonable efforts to complete lawfully the transactions contemplated by this Agreement. (d) Each of Nine and Xxxxxxx shall provide prompt notification to the other and to SCF when it becomes aware that any such consent, clearance, or approval referred to in this Section 5.1 is obtained, taken, made, given or denied, as it may reasonably request applicable. (e) Notwithstanding anything to the contrary contained herein, nothing in connection with such Holder's satisfaction this Agreement shall require Nine, Xxxxxxx or any of their respective Affiliates to sell, divest, or dispose of any of its obligations assets and properties or the assets and properties to be acquired by it under this paragraph (b)Agreement or otherwise to limit or change in any material respect any of its or their respective businesses.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSection 7.02, Section 7.03 and Section 7.04, each of the Company and Parent will proceed diligently and in good faith use reasonable best efforts to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer and the Merger and the other matters transactions contemplated hereby, including, without limitation, the filing by Parent and Sub of Information Pertaining to a Control Bid on Form 041 pursuant to Section 1707.01 et seq. of the Ohio Revised Code, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall 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 (z) cooperate with the Company as it may reasonably request 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 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's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries or any of the material businesses or assets of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the failure to consummate obtain any or all of the Offer and consents identified by an asterisk (*) in Section 4.04 of the other matters contemplated hereby, and (ii) provide such other information and communications Company Disclosure Letter shall not result in the failure to such Governmental or Regulatory Authorities or other public or private third parties as satisfy the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request condition set forth in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph clause (b).) of Annex A.

Regulatory and Other Approvals. (a) Subject During the Interim Period, each Party shall cooperate with the other Parties and shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate the Contemplated Transactions, including (i) making or causing to be made the filings required of such Party or any of its Affiliates by Law with respect to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toContemplated Transactions, as promptly as is reasonably practicable (and, with respect to the HSR Act, in any event within 15 days after the Signing Date), (ii) cooperating with the other Parties and furnishing to the other Parties all information in such Party’s possession that is necessary in connection with such other Parties’ filings, (iii) causing the expiration or termination of the notice or waiting periods under the HSR Act and any other Laws with respect to the Contemplated Transactions as promptly as is reasonably practicable after the Signing Date, (iv) promptly informing the other Parties of any substantive communication from or to, and any proposed understanding or agreement with, any Governmental Body with respect to any such filings, and permitting the other Parties to review in advance any proposed communication by such Party to any Governmental Body with respect to any such filings, (v) consulting and cooperating with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or submitted by or on behalf of any Party in connection with any meetings or communications with, or Proceedings involving, any Governmental Body with respect to any such filings, (vi) complying, as promptly as is reasonably practicable, with any requests received from a Governmental Body by such Party or any of its Affiliates under the HSR Act or any other Laws for additional information, documents or other materials with respect to any such filings, (vii) resolving any formal or informal objections of any Governmental Body with respect to any such filings or the Contemplated Transactions and (viii) contesting any threatened preliminary or permanent injunction or other Law, order or Proceeding that would adversely affect the ability of any Party to consummate the Contemplated Transactions (which, for the avoidance of doubt, shall exclude the initiation of any Proceedings against any Governmental Body or any other Person). Notwithstanding the foregoing, nothing in this Section 6.4 or otherwise in this Agreement or the other Transaction Documents shall require any Party to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses of the Plains Parents, Oryx or their respective Affiliates or otherwise take any action that limits the freedom of action with respect to, or the ability of any Person to retain any of the businesses, product lines or assets of, the Plains Parents, Oryx, or their respective Affiliates. (b) No Party shall participate in or agree to participate in any communication or meeting with any Governmental Body in respect of any filings contemplated by Section 6.4(a) or investigation or other inquiry in connection therewith unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Body, affords the other Parties the opportunity to attend and participate in such communication or meeting. Each Party shall cooperate with the other Parties, using their respective commercially reasonable efforts, to decide the tactics and strategies regarding any and all discussions, submissions, communications and meetings with, and any Proceedings involving, any Governmental Body regarding any of the actions set forth in this Section 6.4, provided, however, that, in the event of a disagreement between the Parties as to such tactics or strategy, each Party shall use its commercially reasonable efforts for a reasonable period of time not to exceed the lesser of (i) 10 Business Days and (ii) the response deadline imposed by such Governmental Body to resolve such disagreement and, absent a resolution, PPLP shall be entitled to ultimately direct and decide such tactics and strategies (after considering, in good faith, the views of Oryx) with respect to any actions related to satisfying the condition set forth in Section 7.1(a), except that any decision or action involving the sale, divestiture, license or disposition of Plains Permian Assets or Oryx Permian Assets or the termination of any contracts relating to the Plains Permian Assets or Oryx Permian Assets shall at all times be subject to the mutual agreement of the Parties. Each Party shall provide the other Parties with copies of all substantive correspondence, whitepapers and communications between such Party or any of its Representatives, on the one hand, and any Governmental Body, on the other hand, with respect to the Contemplated Transactions. Notwithstanding anything to the contrary in this Section 6.4, (i) obtain all consents, approvals or actions of, make all filings with and give all notices each Party may redact from any materials provided to Governmental or Regulatory Authorities (including state securities commissions) or the other Parties pursuant to this Section 6.4 any other public or private third parties required references to the valuation of the Company or any of its Subsidiaries to consummate interest therein, the Offer and Plains Permian Business, the other matters contemplated herebyOryx Permian Business, the Company Group or the Oryx Group or any information governed by the attorney-client privilege, the work product doctrine or any similar privilege, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company each Party may, as it may determines is reasonably request necessary, designate competitively sensitive material provided to another Party pursuant to this Section 6.4 as “Outside Counsel Only,” which materials and the information contained therein shall be provided only to the receiving Party’s outside legal counsel and shall not be disclosed by such outside counsel to any of the receiving Party’s directors, officers, employees or members without the prior written consent of the disclosing Party. (c) PPLP shall be responsible for bearing 65%, and Oryx shall be responsible for bearing 35%, of all of the filing fees required to be paid in connection with the Company's satisfaction of its obligations under filings contemplated by this paragraph (a)Section 6.4. (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, the Company each Principal Party will proceed diligently and in good faith to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company Principal Party or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party Principal Party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each Principal Party will (i) take promptly all actions necessary to make the filings required of either of the Principal Party or their affiliates under the HSR Act and the Competition Act (Canada), (ii) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from (A) the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act and (B) any Canadian Governmental or Regulatory Authority pursuant to the Competition Act (Canada), (iii) cooperate with the Company as it may reasonably request other Principal Party in connection with such Principal Party's filings under the Company's satisfaction of its obligations under this paragraph HSR Act and the Competition Act (a). (bCanada) Subject to and in connection with resolving any investigation or other inquiry concerning the terms and conditions of Merger or the other matters contemplated by this Agreement commenced by any Governmental or Regulatory Authority of competent jurisdiction, and without limiting the provisions of Annex C, each Holder will (iv) proceed diligently and in good faith to, as promptly as practicable, to obtain early termination of any waiting period applicable to the Merger under the HSR Act and Competition Act (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (bCanada).

Regulatory and Other Approvals. (a) Subject Prior to the terms and conditions of this Agreement and without limiting the provisions of Annex CStandby Closing, the Company Company, will, and will cause the Subsidiaries to, proceed diligently and in good faith toand use their commercially reasonable efforts, as promptly as practicable, to (i) obtain all consents, approvals approvals, or actions of, to make all filings with and to give all notices to to, Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of the Company or any Subsidiary as a result of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and Transactions; (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public Persons as may reasonably be requested in order for the Company and the Subsidiaries to obtain any such necessary consent, approval, or private third parties action; and (iii) cooperate with the several Purchasers as the other party promptly as practicable in obtaining all consents, approvals, or such actions of, making all filings with, and giving all notices to Governmental or Regulatory Authorities referred to in Section 4.01(b). The Company will provide prompt notification to the several Purchasers when any such consent, approval, action, filing, or notice referred to in clause (i) above is obtained, taken, made, or given, as applicable, and will advise the several Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other public Person regarding any such consent, approval, action, filing, or private third parties may reasonably request notice of the Transactions. Nothing in connection therewith. The Holders shall cooperate with this Agreement will preclude the Company as it may reasonably request in connection with and the Company's satisfaction of its obligations Subsidiaries from terminating this Agreement pursuant to Article 8 or taking any other actions expressly permitted under this paragraph (a)Agreement; provided that the fee payable pursuant to Section 8.02 is paid to the several Purchasers if and to the extent contemplated by Section 8.02. (b) Subject Prior to the terms and conditions of this Agreement and without limiting the provisions of Annex CStandby Closing, each Holder of the several Purchasers will proceed diligently and in good faith toand use their commercially reasonable efforts, as promptly as practicable, to (i) obtain all consents, approvals approvals, or actions of, to make all filings with with, and to give all notices to to, Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of such Holder or any of its Subsidiaries Purchaser to consummate the Offer and the other matters contemplated hereby, and Transactions; (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party or any such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Company shall order for such Purchaser to obtain any such necessary consent, approval, or action; and (iii) cooperate with each Holder the Company and the Subsidiaries as it may reasonably request promptly as practicable in connection with such Holder's satisfaction of its obligations obtaining all consents, approvals, or actions of, making all filings with, and giving all notices to, Governmental or Regulatory Authorities or other Persons referred to in Section 4.01(a). Nothing in this Section 4.01(b) will preclude the several Purchasers from terminating this Agreement pursuant to Article 8 or taking any other actions expressly permitted under this paragraph (b)Agreement.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.2 and 6.3, each of the Company and Parent will proceed diligently and in good faith use commercially reasonable efforts to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters transactions contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings (if any) required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, and (z) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction 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 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 obligations under this paragraph (b)freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company.

Regulatory and Other Approvals. The Company shall and shall cause each Subsidiary to (a) Subject to the terms take all necessary or desirable steps and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use its best efforts, as promptly as practicable, (i) to obtain all consents, approvals or actions of, to make all filings with and to give all notices to to, Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of the Company or any of its Subsidiaries Subsidiary to consummate the transactions contemplated by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement, the Commitment Letter and the other matters contemplated herebyCredit Agreement, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party Purchaser or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall and (c) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, Purchaser as promptly as practicable, (i) obtain practicable in obtaining all consents, approvals or actions of, make making all filings with and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyto, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public Persons required of the Purchaser to consummate the transactions contemplated by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement, the Commitment Letter and the Credit Agreement. The Company will provide prompt notification to the Purchaser when any such consent, approval, action, filing or private third parties notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the other party or Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authorities Authority or other public Person regarding any of the transactions contemplated by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)the Credit Agreement.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement Agreement, each of MAI and without limiting the provisions of Annex C, the Company DHS will proceed diligently and in good faith to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company DHS, MAI or any of its their respective Subsidiaries to consummate the Offer Merger and the other matters transactions contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall 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 (iii) cooperate with the Company as it may reasonably request 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 an allocation of responsibility to be agreed between them, coordinate and cooperate in determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any contracts, in connection with the Company's satisfaction consummation of its obligations under the transactions contemplated by this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CAgreement, each Holder will proceed diligently and in good faith toseeking any such actions, as promptly as practicable, (i) obtain all consents, approvals or actions ofwaivers or making any such filings, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties furnishing information required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with therewith and seeking timely to obtain any such Holder's satisfaction of its obligations under this paragraph (b)actions, consents, approvals or waivers.

Regulatory and Other Approvals. During the Interim Period for each Acquired Companies Acquisition: (a) Subject The Parties will, in order to consummate the terms and conditions of this Agreement and without limiting the provisions of Annex Capplicable Acquired Companies Acquisition, the Company will (i) proceed diligently and in good faith toand use Commercially Reasonable Efforts (including using Commercially Reasonable Efforts to appeal any adverse determination that is appealable), as promptly as practicable, (i) to obtain all consentsthe Seller Consents, approvals or actions ofCompany Consents and Purchaser Consents described in the applicable Acquired Companies Annex in form and substance reasonably satisfactory to Seller and Purchaser, and to make all required filings with with, and to give all required notices to to, the applicable Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) cooperate in good faith with the applicable Governmental Authorities and provide promptly such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders ; provided, however, notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that neither Purchaser nor Seller shall cooperate with have any obligation to pay any consideration, other than customary fees imposed by Governmental Authorities, or to offer to grant, or agree to, any financial or other accommodation in order to obtain any of the Seller Consents, Company as it may reasonably request Consents and Purchaser Consents described in connection with the Company's satisfaction of its obligations under this paragraph (a)such Acquired Companies Annex. (b) Subject The Parties will provide prompt notification to the terms and conditions of this Agreement and without limiting the provisions of Annex Ceach other when any such approval referred to in Section 7.1(a) is obtained, each Holder will proceed diligently and in good faith totaken, made, given or denied, as promptly as practicableapplicable, (i) obtain all consents, approvals and will advise each other of any material communications with any Governmental Authority or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or Person regarding any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Acquired Companies Acquisitions.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02, 6.03 and 6.06, each of the Company will and Parent shall jointly develop a regulatory approval plan and proceed diligently cooperatively and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries or Joint Ventures to consummate the Offer Merger and the other matters contemplated herebyhereby (including without limitation those set forth on Section 3.04 of the Company Disclosure Letter and Section 4.04 of the Parent Disclosure Letter), and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties will (w) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act and to comply with filing and approval requirements of the FERC and each state Governmental or Regulatory Authority, (x) 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, (y) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general or by the FERC or any State Governmental or Regulatory Authorities Authority having jurisdiction with respect to the Merger or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under another transaction contemplated by this paragraph (b).Agreement,

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, each of the Company and Parent will proceed diligently and in good faith to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties, as applicable, will (x) take promptly all actions necessary to make any filings required of Parent and the Company or their affiliates under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("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 (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, and (ii) provide such other information and communications however, that nothing herein shall obligate Parent to such Governmental agree to hold separate, sell or Regulatory Authorities otherwise dispose of any Subsidiary or other public Investment of Parent or private third parties as of the other party Company or such Governmental any assets or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)properties thereof.

Regulatory and Other Approvals. (a) Subject to Each of Purchaser and the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toPurchaser LLC’s will, as promptly as practicablepracticable following the date hereof, (i) use its reasonable best efforts to obtain all consents, approvals approvals, authorizations or actions of, make all filings with and give all notices to all Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of the Company Purchaser or any of its Subsidiaries the Purchaser LLC’s to consummate the Offer and the other matters transactions contemplated hereby, including obtaining the consents, approvals, authorizations and actions, making the filings and giving the notices required under applicable consumer lending and insurance Laws (to the extent such consents, approvals, authorizations, actions, filings or notices are required to be obtained, made or given prior to the Initial Closing under applicable Law), (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public Persons and take all such other actions as they may request or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request require in connection therewith. The Holders shall cooperate with , and (iii) provide reasonable cooperation to the Company as it may reasonably request in connection with the Company's satisfaction performance of its obligations under Section 5.01(a). Purchaser and the Purchaser LLC’s will provide prompt notification to the Company when any such consent, approval, authorization, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise 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 paragraph (a)Agreement. (b) Subject to Notwithstanding the terms and conditions of foregoing, nothing in this Agreement and without limiting the provisions of Annex Cshall require, each Holder will proceed diligently and in good faith toor be construed to require, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder Purchaser or any of its Subsidiaries subsidiaries to consummate the Offer and the other matters contemplated herebytake or refrain from taking any action or to agree to any restriction, and limitation or condition with respect to (i) Purchaser or any of its subsidiaries, or (ii) provide such other information the Company or any of the Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and communications the Subsidiaries, taken as a whole, or on Purchaser and its subsidiaries, taken as a whole, it being understood that “material adverse effect” shall be the level of, and shall be measured as to, what would have, or would reasonably be expected to such Governmental or Regulatory Authorities or other public or private third parties have, a “material adverse effect” on the Company and its Subsidiaries, taken as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)a whole.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 7.02 and 7.03, each of the Company and Parent will proceed diligently and in good faith to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Offer, the Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall 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 (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary of Parent or of the Company or any assets or properties thereof which, individually or in the aggregate would be material to the Company and (ii) provide such other information and communications its Subsidiaries taken as a whole or would be reasonably likely to such Governmental or Regulatory Authorities or other public or private third parties as materially diminish the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction value of its obligations under this paragraph (b)the transaction to Parent.

Regulatory and Other Approvals. Each Purchaser will (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of such Purchaser or the Company or any of its Subsidiaries Issuer to consummate the Offer transactions contemplated hereby and by the other Principal Agreements, including, without limitation, those described in Schedule 4.04 (and shall in any event make all necessary applications to and file all notices and other filings with the MAMP and the other matters contemplated herebyCommission when required by applicable Law, and but in any event no later than thirty (ii30) calendar days after the date of execution of this Agreement), (b) provide such other information and communications to the Issuer, such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party Issuer or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall therewith and execute all documents as may be reasonably requested by the Issuer in connection therewith and (c) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, Issuer as promptly as practicable, (i) obtain practicable in obtaining all consents, approvals or actions of, make making all filings with with, and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyto, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as Persons required of the Issuer to consummate the transactions contemplated hereby and by the other party Principal Agreements. Each Purchaser will (i) provide prompt notification to 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 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 the Issuer in writing of any written communications (and, unless precluded by Law, provide copies of any such communications) with any Governmental or Regulatory Authorities Authority or other public Person regarding any of the transactions contemplated by this Agreement or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction any of its obligations under this paragraph (b)the other Principal Agreements.

Regulatory and Other Approvals. (ai) Subject to the terms and conditions of this Agreement and without limiting Agreement, each of the provisions of Annex CGeneral Partner, the Company Partnership and the undersigned will proceed diligently and in good faith to, as promptly as practicable, practicable (ix) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities (including state securities commissions) regulatory authorities or any other public or private third parties required of the Company or any of its Subsidiaries General Partner, the Partnership and the undersigned to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyMerger Agreement, and (iiy) provide such other information and communications to such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties as the other party or such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties will (1) take promptly all actions necessary to make the filings required of General Partner and the undersigned under the HSR Act, (2) 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 (3) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holderparty's satisfaction filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. (ii) Each of the General Partner and the Partnership further agrees that, promptly following any good faith request by either Continental Casualty Company or Caravelle Investment Fund, L.L.C. (x) it will cause to be filed with the Securities and Exchange Commission (the "SEC"), on behalf of the Partnership, a request for a "no-action letter" substantially in the form of the draft thereof provided to the undersigned prior to the date of this Agreement, with such changes therein as may reasonably be advisable to obtain from the SEC such "no-action letter", and (y) thereafter use its obligations under this paragraph (b)reasonable best efforts to obtain such "no-action" letter.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 0 and 0, each of the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith; notwithstanding the foregoing, the parties agree to make any necessary filings under the HSR Act within fifteen (15) days of the date hereof. The Holders shall 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 (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental by this Agreement commenced by either the FTC or Regulatory Authorities the Antitrust Division or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSection 5.2, each of the Company will 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 to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Buyer, the Seller, the Seller Parent, the Company or any of its the Company’s Subsidiaries or the Joint Ventures to consummate the Offer Share Purchase and the other matters transactions contemplated herebyhereby (including without limitation those set forth on Section 2.4 of the Seller Parent Disclosure Letter), and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as any of the other party Seller, the Seller Parent or the Buyer or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with In addition to and not in limitation of the foregoing, each of the parties will (w) take promptly all actions necessary to make the filings required of the Buyer, the Seller, the Seller Parent and the Company as it may reasonably request in connection or their Affiliates under the HSR Act and to comply with filing and approval requirements of the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to FERC, the terms SEC, the FCC and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to State Governmental or Regulatory Authorities Authority, (including state securities commissionsx) 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 any other public or private third parties required the Antitrust Division of such Holder or any the Department of its Subsidiaries Justice (the “Antitrust Division”) pursuant to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).the

Regulatory and Other Approvals. Purchaser will: (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of the Company or any of its Subsidiaries Purchaser to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyOperative Agreements, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall , and (c) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms Sellers and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as Willxxx Xxx Xxxxxx xx promptly as practicable, (i) obtain practicable in obtaining all consents, approvals or actions of, make making all filings with and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Persons required of Sellers and/or Willxxx Xxx Xxxxxx xx consummate the transactions contemplated hereby and by the Operative Agreements. Purchaser will provide prompt notification to Sellers and Willxxx Xxx Xxxxxx xxxn any such Holder consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Sellers and Willxxx Xxx Xxxxxx xx any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Operative Agreements.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02, 6.03 and 6.06, each of the Company will Company, HoldCo and ScottishPower shall jointly develop a regulatory approval plan and proceed diligently cooperatively and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of HoldCo, ScottishPower, the Company or any of its their Subsidiaries or Joint Ventures to consummate the Offer Merger and the other matters contemplated herebyhereby (including without limitation those set forth on Section 3.04 of the Company Disclosure Letter and Section 4.04 of the ScottishPower Disclosure Letter), and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party parties or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties will (w) take promptly all actions necessary to make the filings required of HoldCo, ScottishPower and the Company or their affiliates under the HSR Act and to comply with filing and approval requirements of the FERC and each state Governmental or Regulatory Authority, (x) comply at the earliest practicable date with any request for additional information received by any 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, (y) cooperate with the Company as it may reasonably request other parties in connection with any such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental by this Agreement commenced by either the FTC or Regulatory Authorities the Antitrust Division or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).state attorneys general or

Regulatory and Other Approvals. Seller, Buyer and Guarantor will (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) practicable to obtain all consents<PAGE> 36 Governmental Authorizations (including, approvals or actions ofwithout limitation, all Governmental Authorizations necessary to effect a transfer of the Business Governmental Authorizations to Buyer), to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private Bodies and to obtain all consents from third parties required of the Company such parties or any of its Subsidiaries their Affiliates to consummate the Offer and the other matters contemplated herebyTransactions, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third Bodies as such parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties Bodies may reasonably request in connection therewith. The Holders shall , and (c) cooperate with the Company each other as it may reasonably request promptly as practicable in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without foregoing. Without limiting the provisions generality of Annex Cthe foregoing, each Holder will proceed diligently and in good faith toGuarantor shall cause its subsidiary Armtec Defense Products Co. to provide such guaranties, deposits, bonds or other credit support and/or enhancements as promptly as practicable, shall be necessary to enable Buyer to (i) obtain all consentsGovernmental Authorizations and third party consents required on the part of Buyer to consummate the Transactions and/or (ii) obtain all necessary third party consents and approvals to the transfer (by novation or assignment) of the Business Contracts to Buyer. Each party hereto will provide prompt notification to the other party hereto when any such consent, approvals approval, action, filing or actions ofnotice referred to in clause (a) above is obtained, make all filings taken, made or given, as applicable, and will advise 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 with and give all notices to any Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or Body regarding any of its Subsidiaries to consummate the Offer and the other matters transactions contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under by this paragraph (b)Agreement.

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) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex Cproceed diligently, the Company will proceed diligently expeditiously and in good faith to, as promptly as practicable, (i) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties person required of the Sellers, the Company or any of its Subsidiaries to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyAncillary Agreements, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties persons as the other party or such Governmental or Regulatory Authorities or other public or private third parties persons may reasonably request in connection therewith. The Holders shall , and (c) cooperate with the Company as it may reasonably request Purchaser in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain obtaining all consents, approvals or actions of, make making all filings with and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties persons required of Purchaser to consummate the transactions contemplated hereby and by the Ancillary Agreements. The Sellers will and agree to use commercially reasonable efforts to ensure that the Company will provide prompt notification to Purchaser when any such Holder consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise 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 its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Ancillary Agreements.

Regulatory and Other Approvals. (a) Subject to Seller covenants that, from the terms and conditions 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 such reasonable steps as are necessary or desirable, and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all reasonable efforts to expedite and obtain the Seller Approvals and Seller Consents, as promptly as practicable, (i) 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 (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyAuthorities, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons, as the other party or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall cooperate with Purchaser covenants that, during the Company Interim Period, Purchaser will, in order to consummate the transactions contemplated hereby (including the transfer of the Transfer red Permits to Purchaser), take such reasonable steps as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms are necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith toand use all reasonable efforts to expedite and obtain the Purchaser Approvals, as promptly as practicable, (i) 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 (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyAuthorities, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons, as the other party or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. Without limiting the generality of the foregoing, each Party shall provide, and cause its respective Affiliates to provide, true and accurate information in a timely manner with respect to all filings with and notices to Governmental Authorities. Nothing in this Section 6.1(a) shall be construed to require (i) Purchaser to take any action with respect to filings with or notices to Governmental Authorities that in Purchaser's discretion could materially adversely affect any other proceeding with such Governmental Auth orities or (ii) Seller to take any action that would result in the transfer of a Permit to Purchaser prior to Closing. Each Party will cooperate fully in good faith with the other Party with respect to all filings that are required by Law or that such other Party elects to make in connection with the transactions contemplated under this Agreement. Each Party will also cooperate fully in good faith with the other in obtaining all material consents and approvals required under this Agreement. (b) Each Party will provide the other Party with a reasonable opportunity to review and provide prior comment upon any notices, filings or other submissions that the Party plans to deliver or submit to any Governmental Authority, and will promptly provide to such other Party a copy of any such notices or filings. Notwithstanding the foregoing, the Parties recognize that as a result of the short time frames available for the preparation and filing of many documents required to be filed in the proceedings seeking the ACC Order, each Party may be able to afford the other Party only a very brief opportunity for prior review of or comment on filings in such proceedings. Each Party will provide prompt notification to the other Party when any approval referred to in Section 6.1(a) is obtained, taken, made or given, as applicable, and will advise the other Party of any material communications with any Governmental Authority from which such approval is required regar ding any pending application or request for approval by such Governmental Authority of any of the transactions contemplated by this Agreement. (c) Each Party shall prepare, as soon as is reasonably practicable following the execution of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required to be made by such Party at FERC or under the HSR Act. Each Party shall submit such filings as soon as practicable, but, in the case of filings under the HSR Act, in no event later than thirty (30) days after the date that the Parties file their application with FERC, under Section 203 of the Federal Power Act of 1935, and Part 33 of the FERC Regulations (18 CFR Part 33), for the approval of the transactions contemplated by this Agreement. Unless the Parties agree otherwise at the time of filing, the Parties shall request expedited treatment of filings at FERC and early termination of the waiting period under the HSR Act. The Company Parties shall promptly make any appropriate or necessary subsequent or supplemental filings and shall cooperate in the prepa ration of such filings as is reasonably necessary and appropriate. (d) To the extent that any Transferred Contract or Transferred Permit is not assignable without the consent of another party, then this Agreement shall not constitute an assignment or attempted assignment thereof if such assignment or attempted transfer thereof would constitute a breach thereof or a default thereunder. Without limiting the provisions of Section 6.1(a), if any such consent shall not be obtained, or if any attempted assignment of a Transferred Contract or Transferred Permit would be ineffective or would impair Purchaser's rights and obligations such that Purchaser would not in effect acquire the benefit of substantially all of such rights and obligations, Seller shall cooperate with each Holder as it may Purchaser in any reasonable arrangement, to the extent legally permissible, designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the Transferred Contract or Transferred Permit, including enforcement at the cost and for the accoun t of Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise. If and to the extent that such arrangement is not made in a manner reasonably request satisfactory to Purchaser, Purchaser shall have no obligation pursuant to Section 2.3 or otherwise with respect to such Transferred Contract or Transferred Permit. The provisions of this Section 6.1(d) shall not affect the right of Purchaser not to consummate the transactions contemplated by this Agreement if the conditions to Purchaser's obligations set forth in connection with such Holder's satisfaction of its obligations under this paragraph (b)Section 8.5 have not been fulfilled.

Regulatory and Other Approvals. (a) Subject to Each of the terms Parent and conditions of this Agreement the Members shall, and without limiting the provisions of Annex C, Members shall cause the Company will to, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, practicable to: (i) obtain all consents, consents and approvals or actions of, make all filings with and give all notices to each Governmental or Regulatory Authorities (including state securities commissions) Authority or any other public Person that are required to be obtained, made or private third parties required given by the Parent, the Members, or the Company, as the case may be, including but not limited to all of the Company or any of its Subsidiaries consents and approvals listed on Schedules 2.05, 2.06, 3.03 and 3.04, in order to consummate the Offer Transactions or the transactions contemplated by this Agreement and the other matters contemplated herebyOperative Agreements, including but not limited to in compliance with all applicable Laws and all Contracts, and (ii) provide such satisfy each other information and communications condition to such Governmental or Regulatory Authorities or other public or private third the obligations of the parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request contained in connection therewiththis Agreement. The Holders Parent shall cooperate with be primarily responsible and shall use its commercially reasonable efforts to obtain the Company as it may reasonably request consents and approvals set forth on Schedules 3.03 and 3.04, and the Seller Group shall use its commercially reasonable efforts to assist the Parent in connection with such process. For purposes of clarification, commercially reasonable efforts shall not include the Company's satisfaction Parent or its Affiliates or any member of its obligations under this paragraph (a). (b) Subject the Seller Group making any monetary payments or providing any guarantees in order to the terms obtain such consents and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently approvals and in good faith tothe event that the Parent uses its commercially reasonable efforts but is unable to obtain such consents and approvals, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties the Parent shall not be required of such Holder or any of its Subsidiaries to consummate the Offer Transactions and shall not be liable, in any way, to the other matters contemplated herebySeller Group for such failure to consummate the Transactions. Furthermore, in the event that the Seller Group uses its commercially reasonable efforts to assist the Parent in such process but the Parent is unable to obtain such consents and (ii) provide approvals, the Seller Group shall not be liable, in any way, to the Parent for such other information failure of the Parent to obtain such consents and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)approvals.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the The Company will (i) take all reasonable steps necessary or desirable, and proceed diligently and in good faith toand use their best efforts, as promptly as practicable, to (iA) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of the Company or any of its Subsidiaries to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyTransaction Documents, and (B) maintain all Contracts and Permits in full force and effect upon and after the consummation of the transactions contemplated hereby and by the Transaction Documents, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party Parent or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall request, and (iii) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, Parent as promptly as practicable, (i) obtain practicable in obtaining all consents, approvals or actions of, make making all filings with and give giving all notices to Governmental Authorities or Regulatory Authorities (including state securities commissions) or any other public or private third parties Persons required of Parent to consummate the transactions contemplated hereby and by the Transaction Documents. The Company will provide prompt notification to Parent when any such Holder consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Parent of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents. (b) Promptly, but in no event longer than thirty-five (35) days, following the date hereof, Parent, directly or through its Subsidiaries representatives, shall commence the process and procedure set forth in the NISPOM and related security regulations to consummate update and file the Offer relevant forms (including the SF-328 and supporting documentation) and information regarding ownership of the other matters contemplated herebyCompany. Promptly after the date hereof, the Parent and Company will work to determine if, as of the Closing, the Company will be subject to foreign ownership, control or influence (“FOCI”) and, if so, which method may be applied to negate or mitigate the risk of FOCI in accordance with Section 2-303 of the NISPOM (the “Initial FOCI Disclosure”). As soon as reasonably possible after commencing such process and filing an updated SF-328 (and associated ownership information), the Parent shall provide to DCSA a plan to mitigate any FOCI, and (ii) provide such other documents and information as may be reasonably required under Section 2-302b of the NISPOM. Thereafter, the Parent shall take commercially reasonable efforts to promptly obtain verification and communications approval of the required method to mitigate the risk of FOCI in accordance with 2-303 of the NISPOM (the “Approved FOCI Mitigation Method”), including providing such Governmental or Regulatory Authorities or other public or private third parties documents and information as may be reasonably requested by DCSA. The Parent shall keep Company informed as to the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewithprogress, status, and any developments related to the foregoing. The Company shall cooperate with each Holder as it may reasonably request provide reasonable assistance to the Parent in connection with such Holder's satisfaction of its obligations under this paragraph (b)the foregoing.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, each of the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with In addition to and not in limitation of the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicableforegoing, (i) obtain each of the parties will (x) take promptly all consentsactions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, approvals (y) comply at the earliest practicable date with any request for additional information received by such party or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities its affiliates from the Federal Trade Commission (including state securities commissionsthe "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) 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 public inquiry concerning the Merger or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental by this Agreement commenced by either the FTC or Regulatory Authorities the Antitrust Division or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSECTIONS 6.02, 6.03 and 6.06, each of the Company will Company, HoldCo and ScottishPower shall jointly develop a regulatory approval plan and proceed diligently cooperatively and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of HoldCo, ScottishPower, the Company or any of its their Subsidiaries or Joint Ventures to consummate the Offer Merger and the other matters contemplated herebyhereby (including without limitation those set forth on SECTION 3.04 of the Company Disclosure Letter and SECTION 4.04 of the ScottishPower Disclosure Letter), and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party parties or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties will (w) take promptly all actions necessary to make the filings required of HoldCo, ScottishPower and the Company or their affiliates under the HSR Act and to comply with filing and approval requirements of the FERC and each state Governmental or Regulatory Authority, (x) comply at the earliest practicable date with any request for additional information received by any 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, (y) cooperate with the Company as it may reasonably request other parties in connection with any such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general or by the FERC or any State Governmental or Regulatory Authority having jurisdiction with respect to the Merger or another transaction contemplated by this Agreement, and (iiz) provide to the other parties promptly copies of all correspondence between any such party and the applicable Governmental or Regulatory Authority with respect to any filings referred to in this SECTION 6.08, and shall give the other parties the opportunity to review such filings and all responses to requests for additional information and communications to by such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection Authority prior to their being filed therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex Cthis Article VII, each of the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith; notwithstanding the foregoing, the parties agree to make any necessary filings under the HSR Act within fifteen (15) days of the date hereof. The Holders shall 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 (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental by this Agreement commenced by either the FTC or Regulatory Authorities the Antitrust Division or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions Merger Agreement, each of Annex C, the Company and Parent will proceed diligently and in good faith to, as promptly as practicable, practicable to: (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its Subsidiaries their subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and ; and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall In addition to and not in limitation of the foregoing, each of the parties, as applicable, will (x) take promptly all actions necessary to make any filings required of Parent and the Company or their affiliates under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("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 (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby the Merger Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, and (ii) provide such other information and communications however, that nothing in the Merger Agreement shall obligate Parent to such Governmental agree to hold separate, sell or Regulatory Authorities otherwise dispose of any subsidiary or other public Investment of Parent or private third parties as of the other party Company or such Governmental any assets or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)properties thereof.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, each of the Company and Parent will proceed diligently and in good faith use reasonable best efforts to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters transactions contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall 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 (z) cooperate with the Company as it may reasonably request 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 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's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate or any of the Offer and material businesses or assets of the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental Company or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Subsidiaries.

Regulatory and Other Approvals. Sellers and Buyer will (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Bodies required of the Company such parties or any of its Subsidiaries their Affiliates to consummate the Offer and the other matters transactions contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third Bodies as such parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties Bodies may reasonably request in connection therewith. The Holders shall therewith and (c) cooperate with the Company each other as it may reasonably request promptly as practicable in connection with the Company's satisfaction of foregoing. To the extent reasonably practicable, each party hereto will provide prompt notification to the other party hereto or its obligations under this paragraph Affiliates when any such consent, approval, action, filing or notice referred to in clause (a). ) above is obtained, taken, made or given, as applicable and will advise each other party hereto of any communications (band, unless precluded by Law, provide copies in advance to each other party hereto of any communications that are in writing, other than the filings under the HSR Act described below) Subject with any Governmental or Regulatory Body regarding the transactions contemplated by this Agreement. In addition to and not in limitation of the terms foregoing, unless the parties hereto otherwise agree, Sellers and conditions Buyer will make their respective filings under the HSR Act within 5 Business Days after the date of this Agreement and without limiting coordinate the provisions timing for releasing a press announcement attached hereto as Exhibit C on the first Business Day after each of Annex C, each Holder will proceed diligently Buyer and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all Sellers have made their respective filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate under the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)HSR Act.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions other Transaction Documents, each of Annex CMedClean and BMTS will use commercially reasonable efforts to do, the Company will proceed diligently and in good faith or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (each a Governmental or Regulatory Authorities (including state securities commissionsEntity) or any other public or private third parties required of the Company MedClean or any of its Subsidiaries BMTS to consummate the Offer Merger and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other public or private third parties as the other party hereto or such Governmental or Regulatory Authorities Entities or other public or private third parties may reasonably request. In addition to and not in limitation of the foregoing, each of the parties will (a) take promptly all actions necessary to make the filings required of MedClean or BMTS or their affiliates under the Xxxx-Xxxxx-Xxxxxx Act and under comparable merger notification or competition laws of non-U.S. jurisdictions, (b) comply at the earliest practicable date with any request in connection therewith. The Holders shall 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 Xxxx-Xxxxx-Xxxxxx Act or the authorities of such other jurisdictions, and (c) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently Xxxx-Xxxxx-Xxxxxx Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby this Agreement commenced by the FTC, the Antitrust Division, state attorneys general or any other Governmental Entity. In furtherance and (ii) provide not in limitation of the covenants in this Section 3.7 MedClean and BMTS shall each use all reasonable efforts to resolve such other information objections, if any, as may be asserted with respect to any transactions contemplated by this Agreement by any Governmental Entity. If any administrative, judicial or legislative action or proceeding is threatened to be instituted by any such authority challenging any of the transactions contemplated by this Agreement, MedClean and communications BMTS will each cooperate to contest and resist the institution of any such Governmental action or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)proceeding.

Regulatory and Other Approvals. (a) Subject to the terms Buyer will take all steps reasonably necessary, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, as promptly as practicable, (i) to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company Buyer or any of its Subsidiaries Affiliates to consummate the Offer and the other matters transactions contemplated hereby, and Buyer will be required to comply or agree to comply with any conditions (iiincluding the obligation of Buyer to dispose of any Assets or to have any limit or restriction imposed on the conduct of the Business, in each case, after the Closing) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request that are imposed in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject obtaining or making any such consents, approvals, actions and filings; PROVIDED, HOWEVER, that, notwithstanding anything herein to the terms 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 conditions operations of this Agreement BFC and without limiting the provisions of Annex CBusiness, each Holder taken as a whole. Sellers will take all steps reasonably necessary or desirable, and proceed diligently and in good faith to, as promptly as practicable, (i) to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder parties or any of its Subsidiaries their Affiliates to consummate the Offer and the other matters transactions contemplated hereby, . Sellers and Buyer will (iia) provide as promptly as practicable such other information and communications to such Governmental or Regulatory Authorities or other public or private third as such parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall ; and (b) cooperate with each Holder other as it may reasonably request promptly as practicable in connection with the foregoing. Each party hereto will provide prompt notification to the other parties hereto when any such Holder's satisfaction consent, approval, action, filing or notice referred to above in this Section 6.2 is obtained, taken, made or given, as applicable, and will advise each other party hereto of its obligations 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 Authority regarding any of the transactions contemplated by this paragraph Agreement. In addition to and not in limitation of the foregoing, 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. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 8.04 and 8.05, each of the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Contribution and the Merger and the other matters transactions contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request request. In addition to and not in connection therewith. The Holders shall cooperate with limitation of the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicableforegoing, (i) each of the parties will (w) take promptly all actions necessary to make the filings required of Parent, the Company and their affiliates under the Communications Act and the FCC Regulations and to receive FCC Approval, (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act in respect of the Contribution, the Merger and the transactions contemplated by the Voting Agreements, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the FCC pursuant to the Communications Act or the FCC Regulations, or 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 (z) cooperate with the other party (or ATILP and TIP, as the case may be) in connection with such party's filings under the Communications Act and the HSR Act and in connection with resolving any investigation or other inquiry in respect of the Merger and the transactions contemplated by the Voting Agreements and this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. The parties hereto recognize and acknowledge that under applicable rules and regulations of the FCC, certain assets currently held by, or attributable to, Parent, the Company or their respective Subsidiaries cannot be held by, or be attributable to, the Company (or the Surviving Corporation, as the case may be) or its Subsidiaries after the Effective Time, unless appropriate waivers of such rules and regulations are obtained. Subject to the next sentence, the parties agree to seek temporary waivers consistent with existing precedent (including commitments of the Company (or the Surviving Corporation, as the case may be) and its Subsidiaries to divest such assets or take such other actions as may be required) in order to obtain all consentsthe FCC Approval and to allow the consummation of the Merger. If necessary in order to obtain the FCC's approval of the transactions contemplated hereby, the parties agree that the Company (or the Surviving Corporation, as the case may be) and its Subsidiaries will agree to divest of the following assets or take other appropriate action with respect to such assets after the Effective Time: WNAC-TV (Providence, Rhode Island) and WDTN-TV (Dayton, Ohio); provided, however, that the agreement to divest of any other assets or at any other time will require the prior approval of Parent and the Company (or the Surviving Corporation, as the case may be). Anything contained herein to the contrary notwithstanding, in no event shall Parent or any of its Subsidiaries be required to divest or take any other action with respect to any assets, properties or businesses which are not included in the Parent Station Assets or the Parent Station Business in order to obtain the approvals or actions of, make all filings with and give all notices to of any Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required for the Contribution, the Merger or the other transactions contemplated thereby. The parties also recognize that applications for renewal of one or more of the FCC Licenses have been filed and may need to be filed prior to the Closing Date. Accordingly, each party hereby agrees that it shall abide by the procedures established in Stockholders of CBS, Inc., FCC 95-469 (rel. Nov. 22, 1995) (P)(P)31-35 (or such Holder other procedures established by the FCC), for processing applications for transfer of control of a licensee during the pendency of an application for renewal of a station license. The parties further agree that the pendency of any such renewal application or applications, or the fact that the FCC grant of any renewal application shall not have become final (i.e., no longer subject to administrative or judicial review or reconsideration (a "Final Order")), shall not be a cause for delaying the Closing except as provided in Section 9.01(d). Without limiting the generality of its Subsidiaries the foregoing, the parties agree to consummate the Offer use their respective commercially reasonable efforts to prosecute any such application for renewal of a FCC License, and Parent and the other matters contemplated herebyCompany agree that any interest that may be acquired in such license at Closing is subject to whatever action the FCC may ultimately take with respect to the renewal application. Notwithstanding anything in this Agreement to the contrary, and (ii) provide such other information and communications this Section 8.06 shall survive the Closing until any order issued by the FCC with respect to such Governmental a renewal application pending, or Regulatory Authorities or other public or private third parties granted but not yet final, as of the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Closing becomes a Final Order.

Regulatory and Other Approvals. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement Agreement, each Party shall use commercially reasonable efforts (at its own expense, except as may be provided elsewhere in this Agreement) to take, or cause to be taken, all actions, and without limiting to do, or cause to be done, and to assist and cooperate with the provisions of Annex Cother Parties in doing, the Company will proceed diligently and in good faith toall things necessary, as promptly as practicable, proper or advisable to (i) obtain all consentsnecessary actions or non-actions, approvals or actions ofwaivers, make and consents from Governmental Entities and any other Person and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and give the taking of all notices reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action, objection or Legal Proceeding by, any Governmental or Regulatory Authorities (including state securities commissions) Entity or any other public Person, (ii) defend any Legal Proceedings challenging this Agreement or private third parties required any of the Company other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, including seeking to have vacated or reversed any Order that could restrain, prevent or delay the Closing, (iii) promptly comply with all Legal Requirements that may be imposed on such Party or any of its Subsidiaries Affiliates with respect to the Closing or any of the transactions contemplated by this Agreement or any other Transaction Document, (iv) execute and deliver any additional instruments reasonably necessary to consummate the Offer transactions contemplated by this Agreement or any other Transaction Document in accordance with their respective terms and to fully carry out the purposes of this Agreement and any other matters contemplated hereby, Transaction Documents to which it is a party and (iiv) provide such other information deliver all required notices and communications to such Governmental obtain all required consents, waivers or Regulatory Authorities or other public or private approvals, in each case under any contracts with third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a)parties. (b) Without limiting the generality of the foregoing, each of Parent and the Company shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated by this Agreement or any other Transaction Document as promptly as practicable and, in any event, within five (5) Business Days after the date of this Agreement, (ii) use reasonable best efforts to comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission (“FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Legal Requirements, providing copies of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or any other Governmental Entity with respect to any such filing or any such transaction. Each such Party shall use its reasonable best efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to any applicable Legal Requirement in connection with the transactions contemplated by this Agreement. Each such Party shall promptly inform the other Party hereto of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or any such transaction. No Party hereto shall independently initiate or participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other Party hereto prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Legal Requirements, the terms Parties hereto shall consult and conditions cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to proceedings with any Governmental Entity; provided, however, that, the Parties shall not be required to share copies of filings made under the HSR Act. 71 (c) Subject to Section 6.5(d), each of Parent and the Company shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Legal Requirements or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). Subject to Section 6.5(d), each of Parent and the Company shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement Agreement. Subject to Section 6.5(d), in connection with and without limiting the provisions of Annex Cforegoing, Parent agrees to use reasonable best efforts to take promptly any and all actions and steps necessary to avoid or eliminate each Holder will proceed diligently and every impediment that may be asserted by any Governmental Entity, so as to enable the Parties to consummate the transactions contemplated by this Agreement as expeditiously as possible. (d) Notwithstanding anything herein to the contrary, including this Section ‎6.5 and the “reasonable best efforts” standard, nothing in good faith tothis Agreement shall require Parent or the Company to take or refrain from taking or to agree to it or its Affiliates taking or refraining from taking any action, as promptly as practicableor to suffer to exist any restriction, condition or requirement: (A) [INTENTIONALLY OMITTED], (iB) obtain all consentsthat requires the taking of any action, approvals including an amendment of any Transaction Document or actions ofthe sale, make all filings with and give all notices to Governmental lease, license, disposal or Regulatory Authorities (including state securities commissions) holding separate by the Business or any other public or private third parties required of such Holder Parent or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyAffiliates of any assets, and (ii) provide such other information and communications to such Governmental rights, product lines, licenses, categories of assets or Regulatory Authorities business or other public operations or private third parties as interests therein that would, or would reasonably be expected to, adversely affect in any material manner the other party economic benefits reasonably expected to be derived by Parent or such Governmental the Company Equityholders under the Transaction Documents or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with the consummation of the transactions contemplated thereunder, (C) that requires Parent, the Company Equityholders or any of their respective Affiliates to terminate existing relationships, ventures or arrangements or alter any agreement, change any agreement or enter into any agreement (including without limitation any direct or indirect guarantee, capital maintenance agreement, keep-well or other requirement to fund money into the Company or its Subsidiaries), in each such Holder's satisfaction case, that materially alters or changes or has or would have the effect of changing or altering the economic benefits derived or expected to be derived by Parent or the Company Equityholders and their respective Affiliates under the Transaction Documents, (D) would, or would reasonably be expected to, materially adversely affect the ability of Parent and its obligations Affiliates, as the case may be, to conduct its business in the same manner as such business is being conducted, including by materially adversely limiting its freedom of action or require the sale, lease, license, disposal or holding separate of any material assets, rights, product lines, licenses, categories of assets or business or other operations or interests therein or (E) would otherwise have a material adverse effect on the Business (each of the conditions or restrictions described in clauses (A), (B), (C), (D) or (E) above, as applied to Parent (and not the Company Equityholders), a “Parent Burdensome Condition”, and each of the conditions or restrictions described in clauses (A), (B) and (C) above, as applied to the Company Equityholders (and not Parent), a “Company Burdensome Condition”); provided, however, that nothing contained in this Agreement shall require Parent to agree to, or take, any action in connection with Section 6.5 unless such agreement or action is conditioned upon the consummation of the transactions contemplated herein. For the purposes of this Section 6.5(d), the term “material”, “materially” or “material adverse effect” shall be deemed to be based on the size the Company and Parent, after taking into account the Closing, on a combined and consolidated basis. 72 (e) Prior to the Closing, each of Parent and the Company shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or Equity Interests of, or by any other manner, any person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (x) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals or the expiration or termination of any applicable waiting period, under any Antitrust Laws, (y) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this paragraph Agreement or (bz) delay the consummation of the transaction contemplated by this Agreement; provided, however, that notwithstanding the restrictions set forth herein, the Parties and their Subsidiaries shall be entitled to enter in and consummate the M&A Purchases (with respect to the Company) and acquisitions of any Person, division or line of business set forth on Section 6.5(e)(ii) of the Disclosure Schedule (with respect to Parent).

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting Agreement, each of Xxxxx, the provisions of Annex CTarget Shareholders, the Target Companies, the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) Entities or any other public or private third parties required of the Company Parent or any of its Subsidiaries or the Target Shareholders, the Target Companies, Xxxxx or the Company to consummate the Offer Mergers, the Xxxxx Interest Purchase and the other matters transactions contemplated hereby, hereby and (ii) provide such other information and communications to such Governmental or Regulatory Authorities Entity or other public or private third parties as the other party or such Governmental or Regulatory Authorities Entity or other public or private third parties 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, the Target Companies, Xxxxx and the Company or their Affiliates under the HSR Act and other applicable federal and state securities laws; (y) comply at the earliest practicable date with any request in connection therewith. The Holders shall 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 or the SEC, NASD or CHX under applicable federal and state securities laws and regulations; and (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms HSR Act and conditions of this Agreement applicable federal and without limiting the provisions of Annex C, each Holder will proceed diligently state securities laws and regulations and SRO rules and regulations and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Mergers or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby this Agreement commenced by the FTC, and (ii) provide such other information and communications to such Governmental the Antitrust Division, state attorneys general or Regulatory Authorities the SEC, NASD or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)CHX.

Regulatory and Other Approvals. Seller will (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) Authorities, Securities Regulatory Bodies or any other public or private third parties Person required of the Company or any of its Subsidiaries Seller to consummate the Offer and the other matters transactions contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other public or private third parties Persons as the other party or such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request , and (c) provide reasonable cooperation to Buyer in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain obtaining all consents, approvals or actions of, make making all filings with and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) Authorities, Securities Regulatory Bodies or any other public or private third parties Persons required of such Holder or any of its Subsidiaries Buyer to consummate the Offer and the other matters transactions contemplated hereby. Seller shall afford Buyer the right to review in advance, and (ii) provide such other subject to any applicable Laws relating to the exchange of information, all written information and communications submitted to such any Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other public Persons in connection with the transactions contemplated by this Agreement in connection with obtaining, making or private third parties giving any consent, approval, action, filing or notice pursuant to this Section 4.6. Seller will provide prompt notification to Buyer of any failure to receive, take or make, as the other party applicable, any consent, approval, action, filing or notice referred to in clause (a) above and will advise Buyer of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authorities Authority, Securities Regulatory Bodies or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction Person regarding any of its obligations under the transactions contemplated by this paragraph (b)Agreement.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex CSections 6.02 and 6.03, each of the Company and Parent will proceed diligently and in good faith to, as promptly as practicable, (ia) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of Parent, the Company or any of its their Subsidiaries to consummate the Offer Merger and the other matters contemplated hereby, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall 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 (z) cooperate with the Company as it may reasonably request other party in connection with such party's filings under the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently HSR Act and in good faith to, as promptly as practicable, (i) obtain all consents, approvals connection with resolving any investigation or actions of, make all filings with and give all notices to Governmental other inquiry concerning the Merger or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyby this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary of Parent or of the Company or any assets or properties thereof which, individually or in the aggregate, would be material to Parent and (ii) provide such other information and communications its Subsidiaries taken as a whole or would be reasonably likely to such Governmental or Regulatory Authorities or other public or private third parties as materially diminish the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction value of its obligations under this paragraph (b)the transaction to Parent.

Regulatory and Other Approvals. (a) Subject to During the terms Pre-Closing Period, Buyer and conditions of this Agreement and without limiting the provisions of Annex CSellers shall, the Company will proceed diligently and in good faith toand in a timely manner, use their respective commercially reasonable efforts to take or cause to be taken all actions, do or cause to be done all things necessary, proper or advisable, and execute and deliver such documents, as promptly as practicablemay be required to cause the Closing conditions contained in Articles V and VI applicable to such party to be satisfied, (i) obtain all consentsand refrain from taking any actions that would have the effect of delaying, approvals impeding or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or preventing satisfaction of any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer Closing conditions contained in Articles V and the other matters contemplated hereby, and (ii) provide such other information and communications VI applicable to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders party; provided that Buyer shall cooperate with the Company as it may reasonably request not be required to incur any out-of-pocket expenses in connection with the Company's satisfaction of its obligations under this paragraph (a)any such matters. (b) Subject to the terms and conditions of this Agreement and without Without limiting the provisions generality of Annex CSection 8.2(a), each Holder will proceed diligently during the Pre-Closing Period, Buyer and in good faith tothe Sellers shall use their respective commercially reasonable efforts to make all reasonably necessary or advisable filings with, as promptly as practicableobtain all reasonably necessary or advisable waivers, consents and approvals from the FCC and any other third parties (including the Contractual Consents). (c) During the Pre-Closing Period, Buyer, on the one hand, and the Sellers, on the other hand, shall: (i) obtain all consentsprovide regular written notices to the other party concerning, approvals or actions and otherwise keep the other party reasonably apprised of, make all filings the status of their process of obtaining the FCC Approval, the Contractual Consents and any other waivers, consents or approvals to be obtained in connection with the consummation of the transactions contemplated hereby (which shall include correct and give all notices to Governmental complete copies of any correspondence or Regulatory Authorities (including state securities commissions) other communications received from the FCC or any other public or private third parties required of such Holder or any of its Subsidiaries party in connection therewith, to consummate the Offer and the other matters contemplated hereby, extent not prohibited by currently existing confidentiality agreements); and (ii) each provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party with the right to review in advance, and consult with the other party on, any filing, consent or such Governmental or Regulatory Authorities approval request, or other public communication with or private to the FCC or any other third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request party in connection with their process of obtaining any such Holder's satisfaction of its obligations under this paragraph (b)waiver, consent or approval.

Regulatory and Other Approvals. Each Purchaser will (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of such Purchaser or the Company or any of its Subsidiaries Issuer to consummate the Offer transactions contemplated hereby and by the other Principal Agreements, including, without limitation, those described in Schedule 4.04 (and shall in any event make all necessary 49 57 applications to and file all notices and other filings with the MAMP and the other matters contemplated herebyCommission when required by applicable Law, and but in any event no later than thirty (ii30) calendar days after the date of execution of this Agreement), (b) provide such other information and communications to the Issuer, such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party Issuer or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall therewith and execute all documents as may be reasonably requested by the Issuer in connection therewith and (c) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, Issuer as promptly as practicable, (i) obtain practicable in obtaining all consents, approvals or actions of, make making all filings with with, and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyto, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as Persons required of the Issuer to consummate the transactions contemplated hereby and by the other party Principal Agreements. Each Purchaser will (i) provide prompt notification to 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 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 the Issuer in writing of any written communications (and, unless precluded by Law, provide copies of any such communications) with any Governmental or Regulatory Authorities Authority or other public Person regarding any of the transactions contemplated by this Agreement or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction any of its obligations under this paragraph (b)the other Principal Agreements.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions Agreement, each of Annex C, the Company and the undersigned will proceed diligently and in good faith to, as promptly as practicable, practicable (ix) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities (including state securities commissions) regulatory authorities or any other public or private third parties required of the Company or any of its Subsidiaries Trust and the undersigned to consummate the Offer and the other matters transactions contemplated hereby, and (iiy) provide such other information and communications to such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties as the other party or such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting Agreement, prior to the provisions of Annex CInitial Closing Date, each Holder of the Company and the undersigned will proceed diligently and in good faith to, as promptly as practicable, practicable (ix) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities (including state securities commissions) regulatory authorities or any other public or private third parties required of such Holder or any of its Subsidiaries the Trust and the undersigned to consummate the Offer and transactions contemplated by the other matters contemplated herebyMerger Agreement, and (iiy) provide such other information and communications to such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties as the other party or such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties may reasonably request in connection therewith. The Company shall In addition to and not in limitation of the foregoing, prior to the Initial Closing Date, each of the parties will (1) take promptly all actions necessary to make the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (2) comply at the earliest practicable date with any request for additional information received 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 (3) cooperate with each Holder as it may reasonably request the other party in connection with such Holderparty's satisfaction of its obligations filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this paragraph (b)Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting Agreement, each of the provisions of Annex CMembers, the Company and Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) Entities or any other public or private third parties required of Parent, the Members, Merger Sub, or the Company or any of its Subsidiaries in order to consummate the Offer Merger and the other matters transactions contemplated herebyhereby and to carry on the mortgage banking and lending operations of the Company as now being conducted following the change of control of the Company contemplated by this Agreement, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities Entity, Investors or other public or private third parties as the other party or such Governmental or Regulatory Authorities Entity or other public or private third parties 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, the Company, Merger Sub, the Company Subsidiaries, the Members or any of their Affiliates under applicable federal and state securities laws and applicable mortgage banking laws and regulations; (y) comply at the earliest practicable date with any request in connection therewith. The Holders shall for additional information received by such party or its Affiliates from any Governmental Entity under applicable state and federal securities laws and regulations, applicable mortgage banking laws and regulations or the rules and regulations of any SRO; and (z) cooperate with the Company as it may reasonably request other party in connection with the Company's satisfaction of its obligations foregoing, including such party’s filings under this paragraph (a). (b) Subject to the terms applicable federal and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) laws and regulations, applicable mortgage banking laws and regulations, or the rules of any SRO in connection with resolving any investigation or other public inquiry concerning the Merger or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under by this paragraph (b)Agreement.

Regulatory and Other Approvals. The Purchaser will (a) Subject to the terms take all commercially reasonable steps necessary or desirable, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable, (i) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties Person required of the Company Purchaser or any of its Subsidiaries the Issuer to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyPrincipal Agreements, including, without limitation, those described in Schedule 4.04 hereto (and shall in any event make all necessary applications to and file all notices and other filings with the MAMP as soon as practicable but no later than thirty (ii30) calendar days after the date of execution of this Agreement), (b) provide such other information and communications to the Issuer, such Governmental or Regulatory Authorities or other public or private third parties Persons as the other party Issuer or such Governmental or Regulatory Authorities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall therewith and execute all documents as may be reasonably requested by the Issuer in connection therewith and (c) cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, Issuer as promptly as practicable, (i) obtain practicable in obtaining all consents, approvals or actions of, make making all filings with with, and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated herebyto, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as Persons required of the Issuer to consummate the transactions contemplated hereby and by the other party Principal Agreements. The Purchaser will provide prompt notification to the Issuer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the Issuer in writing of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authorities Authority or other public Person regarding any of the transactions contemplated by this Agreement or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction any of its obligations under this paragraph (b)the other Principal Agreements.

Regulatory and Other Approvals. Subject to the Sellers using commercially reasonable efforts to co-operate with the Purchaser, Purchaser will and agrees to use commercially reasonable efforts to ensure that AMRI will (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex Cproceed diligently, the Company will proceed diligently expeditiously and in good faith to, obtain as promptly as practicable, (i) obtain practicable all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties person required of the Company or any of its Subsidiaries Purchaser to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyAncillary Agreements, and (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties persons as the other party or such Governmental or Regulatory Authorities or other public or private third parties persons may reasonably request in connection therewith. The Holders shall cooperate with , and (c) provide reasonable cooperation to the Sellers, the Company as it may reasonably request and its Subsidiaries in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain obtaining all consents, approvals or actions of, make making all filings with and give giving all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties persons required of such Holder the Sellers, the Company or any of its Subsidiaries to consummate the Offer transactions contemplated hereby and by the other matters contemplated herebyAncillary Agreements. Purchaser will and agrees to use commercially reasonable efforts to ensure that AMRI will provide prompt notification to the Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the Sellers of any communications (iiand, unless precluded by law, provide copies of any such communications that are in writing) provide such other information and communications to such with any Governmental or Regulatory Authorities Authority or other public person regarding any of the transactions contemplated by this Agreement or private third parties as any of the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b)Ancillary Agreements.

Regulatory and Other Approvals. (a) Subject During the Interim Period, each Party will, in order to consummate the transactions contemplated under this Agreement, provide reasonable cooperation to the terms other Party, and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith toand use all reasonable best efforts, as promptly as practicable, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) obtain all consentsthe Required Government Consents, approvals or in each case, in form and substance reasonably satisfactory to Sellers and Buyer, and take the actions of(as applicable) specified in Section 5.22, (ii) make all required filings with with, and to give all required notices to to, the applicable Governmental Entities or Regulatory Authorities (including state securities commissions) or any other public or private third parties Persons required of the Company or any of its Subsidiaries to consummate the Offer and the other matters transactions contemplated herebyunder this Agreement, and (iiiii) cooperate in good faith with the applicable Governmental Entities or other Persons and provide promptly such other information and communications to such Governmental or Regulatory Authorities Entities or other public or private third parties Persons as the other party or such Governmental or Regulatory Authorities Entities or other public or private third parties Persons may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject During the Interim Period, the Parties will provide prompt notification to each other when any Consent or Permit referred to in Section 5.7(a) is obtained, taken, made, given or denied, as applicable. Each Party will promptly inform the terms and conditions other Parties of any material communication received by such Party from, or given by such Party to, any Governmental Entity or other Person from which any such Consent or Permit is required, in each case regarding any of the transactions contemplated by this Agreement and without limiting will permit the provisions of Annex C, each Holder will proceed diligently and in good faith other Parties to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any such Governmental Entity, and to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend and to participate in such meetings and conferences. (c) In furtherance of the foregoing covenants: (i) Buyer and Sellers shall use their reasonable best efforts to make an appropriate filing of a “Notification and Report Form” pursuant to the HSR Act with respect to the transactions contemplated hereby within thirty (30) days following the execution of this Agreement. Buyer and Sellers shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Buyer and Sellers shall comply substantially with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (ithe “Antitrust Authorities”) and take all other reasonable actions to obtain clearance from the Antitrust Authorities. Buyer and Sellers shall exercise their reasonable best efforts to prevent the entry in any Claim brought by an Antitrust Authority or any Governmental Entity of an Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (ii) Other than with respect to filings under the HSR Act, Buyer and Sellers will, as soon as reasonably practicable and (except for the actions specified in Section 5.22) in no event more than thirty (30) days following the execution of this Agreement, prepare and file with each applicable Governmental Entity requests for such Consents as may be necessary for the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement, including approvals under Section 203 of the FPA and approvals from IURC. Buyer and Sellers will diligently pursue and use commercially reasonable efforts to obtain such Consents and will cooperate with each other in seeking such Consents. To such end, the parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Consents. (d) From the date hereof through the Closing Date, Buyer agrees that except as may be agreed in writing by Sellers, Buyer shall not take, and shall not permit its Affiliates to take, any action which would reasonably be expected to impact the ability of the Parties to secure all required filings or Consents with or from FERC, the FTC or the DOJ or any other Governmental Entity to consummate the transactions hereunder, or take any action with any Governmental Entity relating to the foregoing, or agree, in writing or otherwise, to do any of the foregoing, in each case which would reasonably be expected to delay or prevent the consummation of the transactions contemplated hereby or result in the failure to satisfy any condition to consummation of the transactions contemplated hereby. Without limiting the generality of Buyer’s undertakings pursuant to this Section 5.7, Buyer shall use its reasonable best efforts to avoid or eliminate any impediment under any antitrust, competition or trade regulation Law, or any regulatory and operational authorizations and arrangements necessary to own or operate the Acquired Assets, that may be asserted by any Governmental Entity (including the DOJ, the FTC or FERC) (but, for the avoidance of doubt, excluding Consents pursuant to Section 5.22, Section 6.1(h) and Section 6.2(i)) so as to (x) enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as possible and (y) avoid any Claim by any Governmental Entity, which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Without limiting the foregoing, Buyer’s applicable efforts in connection with the actions set forth in this Section 5.7(d) shall include, but not be limited to (A) defending vigorously, lifting, mitigating or rescinding the effect of any litigation or administrative proceeding involving any Governmental Entity (including a private party challenge) adversely affecting this Agreement or the transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision; (B) proposing, negotiating, committing to and effecting the sale, divestiture or disposition of such assets or businesses of Buyer, its Affiliates or the Acquired Assets, including entering into customary agreements and ancillary agreements relating to any such sale, divestiture or disposition of such assets or businesses; (C) agreeing to any limitation on the conduct or operation of Buyer, its Affiliates or the Facilities (after Closing); or (D) agreeing to take any other action as may be required by a Governmental Entity in order to (1) obtain all consentsnecessary Consents, approvals or actions and authorizations required by any Governmental Entity as soon as reasonably possible and in any event before the Outside Date, (2) avoid the entry of, or have vacated, lifted, dissolved, reversed or overturned, any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, prohibiting, preventing or restricting, in any manner, consummation of the transactions contemplated by this Agreement or (3) effect the expiration or termination of any waiting period that would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Notwithstanding anything to the contrary herein, Sellers and their Affiliates shall not be required to make all filings with and give all notices to Governmental any material monetary expenditure, commence or Regulatory Authorities be a plaintiff in any litigation, retain, sell or otherwise dispose of any portion of their Assets (including state securities commissionsother than Acquired Assets which shall be conditioned on the Closing) or offer or grant any other public material accommodation (financial or private third parties required of such Holder or otherwise) to any of its Subsidiaries Person in order to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of satisfy its obligations under this paragraph Section 5.7. (b)e) From and after the Closing Date, Buyer shall be responsible for maintaining any applicable registrations with PJM or NERC in respect of the Facilities, such that Sellers shall have no responsibility and Buyer shall be responsible for the compliance of the Facilities with any applicable PJM or NERC standards during the period from and after the Closing. The Parties shall cooperate in good faith in furtherance of the changes to the PJM registration required to reflect the transactions contemplated by this Agreement. Within thirty (30) days of Closing, Sellers will provide written notification to ReliabilityFirst Corporation (“RF”) that the Facilities will no longer be a part of Sellers’ NERC registered portfolio of generation in RF and as such, is no longer the “Generator Owner” and “Generator Operator” with respect to the Facilities. (f) During the Interim Period, Sellers shall provide reasonable cooperation (including providing data and information upon Buyer’s request) to assist Buyer in preparing applications, notices, and other filings to obtain regulatory approvals, waivers, and exemptions required for or related to Buyer selling energy, capacity, and ancillary services from the Facilities, including, but not limited to, filings with FERC for authority to sell energy and capacity at market-based rates, to establish revenue requirements and rate schedules for reactive power, and to obtain exempt wholesale generator status.