Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Buyer, Xxxxx or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx 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 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 matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03Agreement, each of Xxxxx the Company and Buyer the undersigned 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, practicable (ax) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities regulatory authorities or any other public or private third parties required of Buyer, Xxxxx or any of their Subsidiaries the Company and the undersigned to consummate the transactions contemplated hereby and by the Merger and the other matters contemplated herebyAgreement, and (by) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x1) take promptly all actions necessary to make the filings required of Buyer and Xxxxx or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act, ") (y2) 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 (z3) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 7.02 and 6.037.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 Offer or the Merger or the other matters contemplated by this Agreement or the Stockholders 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 the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx the Company or their affiliates under the HSR ActAct no later than fifteen business days after the date hereof, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (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 inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx and Buyer Principal Party 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Buyer, Xxxxx Principal Party or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, each Principal Party will (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx either of the Principal Party or their affiliates under the HSR ActAct and the Competition Act (Canada), (yii) 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, Act and (zB) any Canadian Governmental or Regulatory Authority pursuant to the Competition Act (Canada), (iii) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and the Competition Act (Canada) and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either any Governmental or Regulatory Authority of competent jurisdiction, and (iv) proceed diligently and in good faith to obtain early termination of any waiting period applicable to the FTC or Merger under the Antitrust Division or state attorneys generalHSR Act and Competition Act (Canada).

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 7.02 and 6.037.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Offer, the Merger and the other matters contemplated herebyhereby and by the Stock Option Agreement, and (b) 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, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx the Company or their affiliates under the HSR ActAct and under comparable merger notification or competition laws of non-U.S. jurisdictions, (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 ActAct or the authorities of such other jurisdictions, 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 inquiry concerning the Offer or the Merger or the other matters contemplated by this Agreement commenced by either the FTC or FTC, the Antitrust Division or Division, state attorneys generalgeneral or any other Governmental or Regulatory Authority.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx and Buyer Principal Party 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Buyer, Xxxxx Principal Party or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, each Principal Party will (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx either of the Principal Party or their affiliates under the HSR ActAct and the Competition Act (Canada), (yii) 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, Act and (zB) any Canadian Governmental or Regulatory Authority pursuant to the Competition Act (Canada), (iii) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and the Competition Act (Canada) and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either any Governmental or Regulatory Authority of competent jurisdiction, and (iv) proceed diligently and in good faith to obtain early termination of any waiting period applicable to the FTC or Merger under the Antitrust Division or state attorneys generalHSR Act and Competition Act (Canada).

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerHarsco, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated herebyhereby and by the Stock Option Agreement, and (b) 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 addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Harsco and Xxxxx 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 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 matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.general 6.05

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each prior to consummation of Xxxxx and Buyer the Offer Company 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties listed on Schedule 3.04 or required of Buyer, Xxxxx the Company or any of their Subsidiaries to consummate the Merger or the Offer and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties parties, as applicable, will (x) take promptly all actions necessary to make the any filings required of Buyer Parent and Xxxxx the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust 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 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 matters contemplated by 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 or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, : (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx Sellers and Buyer will (a) take all commercially reasonable steps necessary or desirable, and 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 toefforts, as promptly as practicable, (a) practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other public or private third parties Bodies required of Buyer, Xxxxx such parties or any of their Subsidiaries Affiliates to consummate the Merger and the other matters transactions contemplated hereby, and (b) 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 requestrequest in connection therewith and (c) cooperate with each other as promptly as practicable in connection with the foregoing. To the extent reasonably practicable, each party hereto will provide prompt notification to the other party hereto or its 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 (and, 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) with any Governmental or Regulatory Body regarding the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, (i) each of unless the parties hereto otherwise agree, Sellers and Buyer will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx 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 other party in connection with such party's respective filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning within 5 Business Days after the Merger or the other matters contemplated by date of this Agreement commenced by either and coordinate the FTC or timing for releasing a press announcement attached hereto as Exhibit C on the Antitrust Division or state attorneys generalfirst Business Day after each of Buyer and Sellers have made their respective filings under the HSR Act.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03Agreement, each of Xxxxx the Target Companies, their Subsidiaries and Buyer 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, (ai) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities Entities or any other public or private third parties required of BuyerParent, Xxxxx the Merger Subs, the Target Companies, their Subsidiaries, or any of their Subsidiaries the Company to consummate the Merger Mergers and the other matters transactions contemplated hereby, hereby and (bii) 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, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent, the Target Companies, their Subsidiaries and Xxxxx the Company or their affiliates Affiliates under the HSR Act, NASD membership rules and other applicable federal and state securities laws; (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates 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, Act or the SEC or NASD under applicable federal and state securities laws and regulations; and (z) cooperate with the other party in connection with such party's ’s filings under the HSR Act and applicable federal and state securities laws and regulations and SRO rules and regulations and in connection with resolving any investigation or other inquiry concerning the Merger Mergers or the other matters contemplated by this Agreement commenced by either the FTC FTC, the Antitrust Division, state attorneys general or the Antitrust Division SEC or state attorneys generalNASD.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 0 and 6.030, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest 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. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by this 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 the provisions of Sections 6.02 and 6.03Section 6.2, each of Xxxxx Proxima and Buyer will proceed diligently and in good faith and In Focus will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities Entities or any other public or private third parties required of BuyerProxima, Xxxxx In Focus or any of their Subsidiaries to consummate the Merger Exchange Offer and the other matters contemplated hereby, and (b) 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, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer In Focus and Xxxxx Proxima or their affiliates under the HSR ActAct and under comparable merger notification or competition laws of non-U.S. jurisdictions, (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 ActAct or the authorities of such other jurisdictions, 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 inquiry concerning the Merger Exchange Offer or the other matters contemplated by this Agreement commenced by either the FTC or FTC, the Antitrust Division or Division, state attorneys generalgeneral or any other Governmental Entity.

Regulatory and Other Approvals. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement and without limiting the provisions of Sections 6.02 and 6.03Agreement, each of Xxxxx and Buyer will proceed diligently and in good faith and will Party shall use all 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 to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to, as promptly as practicable, to (ai) 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 Entity or any other public or private third parties required of BuyerPerson, Xxxxx (ii) defend any Legal Proceedings challenging this Agreement or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) provide such other information and communications to such Governmental Transaction Documents 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 addition to and not in limitation consummation of the foregoingtransactions contemplated hereby or thereby, including seeking to have vacated or reversed any Order that could restrain, prevent or delay the Closing, (iiii) each promptly comply with all Legal Requirements that may be imposed on such Party or any of its Affiliates with respect to the Closing or any of the parties will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx 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 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 matters transactions contemplated by this Agreement commenced or any other Transaction Document, (iv) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by either this Agreement or any other Transaction Document in accordance with their respective terms and to fully carry out the FTC purposes of this Agreement and any other Transaction Documents to which it is a party and (v) deliver all required notices and obtain all required consents, waivers or the Antitrust Division or state attorneys generalapprovals, in each case under any contracts with third parties.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx and Buyer Principal Party 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Buyer, Xxxxx Principal Party or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties Principal Party will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx either of the Principal Party 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 other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.. 6.08 [Omitted] 6.09

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each prior to consummation 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 tothe Offer Company will, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties listed on Schedule 3.04 or required of Buyer, Xxxxx the Company or any of their Subsidiaries to consummate the Merger or the Offer and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties parties, as applicable, will (x) take promptly all actions necessary to make the any filings required of Buyer Parent and Xxxxx the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust 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 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 matters contemplated by 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 or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by 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 its Subsidiaries taken as a whole or would be reasonably likely to materially diminish the value of the transaction to Parent.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties parties, as applicable, will (x) take promptly all actions necessary to make the any filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by 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 or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03other Transaction Documents, each of Xxxxx MedClean and Buyer will proceed diligently and in good faith and BMTS will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) 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 Entity) or any other public or private third parties required of Buyer, Xxxxx MedClean or any of their Subsidiaries BMTS to consummate the Merger and the other matters contemplated hereby, and (b) 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, (i) each of the parties will (xa) take promptly all actions necessary to make the filings required of Buyer and Xxxxx MedClean or BMTS or their affiliates under the HSR ActXxxx-Xxxxx-Xxxxxx Act and under comparable merger notification or competition laws of non-U.S. jurisdictions, (yb) 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 ActXxxx-Xxxxx-Xxxxxx Act or the authorities of such other jurisdictions, and (zc) cooperate with the other party in connection with such party's filings under the HSR Xxxx-Xxxxx-Xxxxxx Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or FTC, the Antitrust Division or Division, state attorneys generalgeneral or any other Governmental Entity. In furtherance and not in limitation of the covenants in this Section 3.7 MedClean and BMTS shall each use all reasonable efforts to resolve such 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 BMTS will each cooperate to contest and resist the institution of any such action or proceeding.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections Section 6.02 and 6.03, each of Xxxxx the Company and Buyer 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, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) 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 requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) if any filing under the HSR Act is required, each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx 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 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 matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.