Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities and other Persons required on its part to consummate the transactions contemplated by this Agreement and the Transaction Documents, and (b) provide such other information and communications to such Governmental or Regulatory Authority or other Persons as the Purchaser or any such Governmental or Regulatory Authority or other Person may reasonably request and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities and other Persons required on the part of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documents. Each of the Seller Parties shall provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority regarding any of the transactions contemplated by this Agreement or the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shallAt all times, and the Company shall cause each of the Company's Company and the Subsidiaries to, shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities and or any other Persons Person required on its part of the Company or any Subsidiary to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Transaction DocumentsDisclosure Schedule, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Investor or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with the Purchaser Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser Investor to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, the By-Laws Amendment and the Transaction DocumentsCharter Amendment. Each of the Seller Parties The Company shall provide prompt notification to the Purchaser Investor when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Investor of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shallwill, and will cause the Company shall cause each of and the Company's Subsidiaries Subsidiary to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Seller, the Company or the Subsidiary to consummate the transactions contemplated by this Agreement hereby, including without limitation those described in Sections 2.06 and 2.07 of the Transaction DocumentsDisclosure Schedule, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with the provide reasonable cooperation to Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby. Each of the Seller Parties shall will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements, and including those described in SECTIONS 3.03 AND 3.04 OF THE DISCLOSURE SCHEDULE hereto, (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Sellers or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with Sellers, the Purchaser Company and the Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Sellers, the part of the Purchaser Company or any Subsidiary to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser Sellers when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Sellers of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, The Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best effortsfaith, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents, and ; (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser a designated Seller or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and request; (c) cooperate with the Purchaser Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Seller to consummate the part transactions contemplated hereby and by the Transaction Documents; and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents. Each of the Seller Parties shall The Purchaser will provide prompt notification to the Purchaser a designated Seller when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser a designated Seller of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shallLove will, and will cause the Company shall cause each of and the Company's Subsidiaries to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Love, the Company or any Subsidiary to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements, and including those described in SECTIONS 2.06 AND 2.07 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Love will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser a designated Seller or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and request, (c) cooperate with the Purchaser Sellers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Seller to consummate the part transactions contemplated hereby and by the Transaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser a designated Seller when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser a designated Seller of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the The Company shall cause each of the Company's Subsidiaries to, will (a) take all commercially reasonably steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental Authorities or Regulatory Authorities and any other Persons Person required on its part of the Company to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents, and (ii) maintain all material Contracts and Permits in full force and effect (subject to the terms of this Agreement) upon the consummation of the transactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Parent or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request request, and (c) at Parent’s expense, cooperate with the Purchaser Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental Authorities or Regulatory Authorities and other Persons required on the part of the Purchaser Parent to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents. Each of the Seller Parties shall The Company will provide prompt notification to the Purchaser Parent when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, provide the Purchaser with copies of any such communications that are in writing) with any Governmental Authority or Regulatory Authority other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, will (a) take use all necessary or desirable steps commercially reasonable efforts and proceed diligently and in good faith and use its best efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Seller to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with the provide reasonable cooperation to Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby. Each of the Seller Parties shall will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser a designated Seller or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and request, (c) cooperate with the Purchaser Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Seller to consummate the part transactions contemplated hereby and by the Transaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser a designated Seller when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser a designated Seller of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of From the date hereof through the Closing Date, the Seller Parties and the Company shall, and shall cause the Subsidiaries of the Company shall cause each of the Company's Subsidiaries to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best all reasonable efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, each Governmental or Regulatory Authorities and Authority or other Persons Person required on its part of such Seller Party, the Company or such Subsidiary (as the case may be) to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents, and (b) provide such other information and communications to each such Governmental or Regulatory Authority or other Persons Person as the Purchaser or any such Governmental or Regulatory Authority or other Person may reasonably request and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, each Governmental or Regulatory Authorities and Authority or other Persons Person required on the part of the Purchaser to consummate the transactions contemplated hereby or by this Agreement and the Transaction Documents. Each of the The Seller Parties shall or the Company will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, (a) Purchaser will take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated by this Agreement hereby, including without limitation those described in Schedules 3.3 and the Transaction Documents3.4 hereto and Sections 6.5, 6.6, 6.7, 7.5, and (b) 7.6, provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Sellers or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request of Purchaser in connection therewith and (c) cooperate with Sellers and the Purchaser Companies as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of Sellers or any of the Purchaser Companies to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser Sellers when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Sellers of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the The Company shall cause each of the Company's Subsidiaries to, will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of the Company to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby including without limitation those described on Schedule 3.9.2, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with the Purchaser as promptly as practicable provide reasonable cooperation to Omnicom and OmniSub in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser Omnicom or OmniSub to consummate the transactions contemplated by this Agreement hereby, including without limitation complying, if necessary, with the Workers Adjustment and the Transaction DocumentsRetraining Notification Act (P.L. 100-379). Each of the Seller Parties shall The Company will provide prompt notification to the Purchaser Omnicom when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Omnicom of any communications (and, unless precluded by Lawlaw, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Seller Parties shall, The Company shall and the Company shall cause each of the Company's Subsidiaries to, Subsidiary to (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities and other Persons required on its part of the Company or any Subsidiary to consummate the transactions contemplated by this Agreement and Agreement, the Transaction Documents, the Stock Purchase Agreement and the Financing Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authority or Authorities and other Persons as the any Purchaser or any such Governmental or Regulatory Authority or Authorities and other Person may reasonably request and (c) cooperate with the each Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities and other Persons required on the part of the such Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documents. Each of the Seller Parties The Company shall provide prompt notification to the each Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the each Purchaser of any communications (and, unless precluded by Law, provide the each Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority regarding any of the transactions contemplated by this Agreement, the Transaction Documents, the Stock Purchase Agreement or the Transaction DocumentsFinancing Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (ai) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsAgreements to which it is a party, and (bii) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Company or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (ciii) cooperate with the Purchaser Company and its Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsAgreements to which it is a party. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser Company when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (ai) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Company of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsAgreements to which it is a party.

Regulatory and Other Approvals. Each of the Seller Parties shall, Sellers and the Company shall cause each of the Company's Subsidiaries to, Willxxx Xxx Xxxxxx xxxl (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part to of either Deckxx, Xxn Houten or Willxxx Xxx Xxxxxx xx consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Sellers will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, Shareholders and the Company shall will, and Shareholders will cause each of the Company's Subsidiaries Company to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Shareholders or the Company to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including without limitation those described in Sections 2.05 and 2.06 of the Transaction DocumentsDisclosure Schedule, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Parent, Merger Sub or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with the Purchaser Parent and Merger Sub as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser Parent and Merger Sub to consummate the transactions contemplated by this Agreement hereby. Shareholders and the Transaction Documents. Each of the Seller Parties shall Company will provide prompt notification to the Purchaser Parent and Merger Sub when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Parent and Merger Sub of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Parent will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Seller to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements, and including without limitation those described in SECTIONS 2.03 AND 2.04 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shallSellers will, and will cause the ------------------------------ Company shall cause each of and the Company's Subsidiaries to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including without limitation those described in Sections 2.05 and 2.06 of the Transaction DocumentsDisclosure Schedule, and ------------------------------------------------- (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Sellers will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Parent and Seller Parties shallwill, and the Company shall cause each of the Company's Subsidiaries to------------------------------ as promptly as practicable, (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Seller to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including, without limitation, those described in Sections 2.03 and 2.04 of the Transaction DocumentsDisclosure Schedule, and (b) provide such other ------------------------------------------------- information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with Purchaser in connection with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with performance of its obligations under Sections 5.01 and giving all notices to, Governmental or Regulatory Authorities 5.02. Parent and other Persons required on the part of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documents. Each of the Seller Parties shall will provide prompt notification to the ------------- ---- Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of The Company will (and will cause the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to), as promptly as practicable following the date hereof, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its or their reasonable best efforts, as promptly as practicable, efforts to obtain all consents, approvals approvals, authorizations or actions of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities and or any other Persons Person required on its part of the Company or the Subsidiaries (other than those arising out of or related to the conversions pursuant to Section 2.05) to consummate the transactions contemplated by this Agreement hereby, including obtaining the consents, approvals, authorizations and actions, making the Transaction Documentsfilings and giving the notices required under applicable consumer lending and insurance Laws (to the extent such consents, and approvals, actions, filings or notices are required to be obtained, made or given prior to the Second Closing under applicable Law), (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons and take all such other actions, as the Purchaser or any such Governmental or Regulatory Authority or other Person they may reasonably request or require in connection therewith and (c) cooperate provide reasonable cooperation to Purchaser and the Purchaser LLC’s in connection with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities and other Persons required on the part performance of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documentstheir obligations under Section 6.01(a). Each of the Seller Parties shall The Company will provide prompt notification to the Purchaser when any such consent, approval, authorization, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Acquiror will (a) take all necessary or desirable steps and proceed diligently diligently, expeditiously and in good faith and use its best efforts, obtain as promptly as practicable, to obtain practicable all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other person required of Acquiror and other Persons required on its part Merger Sub to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsAncillary Agreements, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person persons may reasonably request in connection therewith, and (c) cooperate with the Purchaser as promptly as practicable provide reasonable cooperation to Target in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons persons required on the part of the Purchaser Target to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsAncillary Agreements. Each of the Seller Parties shall Acquiror will provide prompt notification to the Purchaser Target when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Target of any communications (and, unless precluded by Lawlaw, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsAncillary Agreements.

Regulatory and Other Approvals. Each of Prior to the Seller Parties shallClosing Date, the Stockholders and the Company shall Partners will and will cause each of the Company's Subsidiaries to, Purchased Entities to (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of the Stockholders or the Partners or any of the Purchased Entities to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Purchaser, DVIHA and DVIMF or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in order to consummate the transactions contemplated hereby and (c) cooperate with the Purchaser Purchaser, DVIHA and DVIMF as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser Purchaser, DVIHA and DVIMF to consummate the transactions contemplated by this Agreement hereby. The Stockholders and the Transaction Documents. Each Partners will and will cause each of the Seller Parties shall Purchased Entities to provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Prior to Closing, Seller Parties shallwill, and will cause the Company shall cause each of the Company's and its Subsidiaries to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best commercially reasonable efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions authorizations of, to make all filings with and to give all notices toto all Governmental Authorities or any other Person required of Seller, Governmental the Company or Regulatory Authorities and other Persons required on its part any Subsidiary of the Company to consummate the transactions contemplated hereby and by this Agreement the Transaction Documents and operate their business immediately after the Closing in the same manner as operated prior to the Closing, and (ii) maintain all Material Contracts and Permits in full force and effect upon and immediately after the consummation of the transactions contemplated hereby and by the Transaction Documents, and (b) provide such other information and communications to such Governmental or Regulatory Authority or other Persons as the Purchaser or any such Governmental or Regulatory Authority or other Person may reasonably request and (c) cooperate with the Purchaser as promptly as practicable in obtaining all such consents, approvals or actions ofauthorizations or, making all such filings with and giving all notices tosuch notices. Prior to Closing, Governmental or Regulatory Authorities and other Persons required on the part of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documents. Each of the Seller Parties shall will provide prompt notification to the Purchaser when any such consent, approval, actionauthorization, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will periodically advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental Authority or Regulatory Authority other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including without limitation those described in Section 3.03(b) and Section 3.04 of the Transaction DocumentsDisclosure Schedule, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with the Purchaser Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser Seller to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser Seller when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Seller of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, Parent and the Company shall cause each of the Company's Subsidiaries to, Merger Sub will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Parent or Merger Sub to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including without limitation those described in Schedules 3.04 and the Transaction Documents3.05 hereto, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as Shareholders, the Purchaser Company or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith, and (c) cooperate with Shareholders and the Purchaser Company as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Shareholders or the part of the Purchaser Company to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements. Parent and the Transaction Documents. Each of the Seller Parties shall Merger Sub will provide prompt notification to Shareholders and the Purchaser Company when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise Shareholders and the Purchaser Company of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shallwill, and the Company shall will cause each of the Company's Subsidiaries KAC or SLC to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Seller or the Businesses to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including without limitation those described in Sections 2.06(c) and 2.07 of the Transaction DocumentsDisclosure Schedule, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with the provide reasonable cooperation to Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shallSellers will, and will cause the Company shall cause each of the Company's Subsidiaries Companies to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of a Seller or any of the Companies to consummate the transactions contemplated by this Agreement hereby, including without limitation those described in Schedule 2.7 and 2.8 of the Transaction DocumentsDisclosure Schedule and Sections 6.5, 6.6, 6.7, 7.5, and (b) 7.6, provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request of Sellers in connection therewith, and (c) cooperate with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on the part of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Sellers will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser a designated Seller or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and request, (c) cooperate with the Purchaser Sellers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Seller to consummate the part transactions contemplated hereby and by the Transaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of the Purchaser to consummate the transactions contemplated hereby and by this Agreement and the Transaction Documents. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser a designated Seller when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser a designated Seller of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated 29 by this Agreement or any of the Transaction Documents.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all ------------------------------ commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of Purchaser to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including without limitation those described in Schedules 4.03 and the Transaction Documents4.05, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser Sellers or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with Sellers, the Purchaser Company and the Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of Sellers, the part of the Purchaser Company or any Subsidiary to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser Sellers when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Sellers of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shallThe Company will, and will cause the Company shall cause each of the Company's Subsidiaries to, as promptly as practicable (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons Person required on its part of the Company or any Subsidiary to consummate the transactions contemplated by this Agreement hereby, including stockholder approval of the items set forth in Sections 4.08 and the Transaction Documents4.09 hereof, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request in connection therewith and (c) cooperate with Purchasers in connection with the Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities and other Persons required on the part performance of the Purchaser to consummate the transactions contemplated by this Agreement and the Transaction Documentstheir obligations under Section 5.01. Each of the Seller Parties shall The Company will provide prompt notification to the Purchaser Purchasers when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Purchasers of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company shall cause each of the Company's Subsidiaries to, Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of Purchaser, DVIHA and other Persons required on its part DVIMF to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons as JGW & Co., the Purchaser Stockholders or any the Partners or such Governmental or Regulatory Authority Authorities or other Person Persons may reasonably request and (c) cooperate with JGW & Co., the Purchaser Stockholders and the Partners as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons required on of JGW & Co., the part of Stockholders or the Purchaser Partners to consummate the transactions contemplated by this Agreement and the Transaction Documentshereby. Each of the Seller Parties shall Purchaser will provide prompt notification to the Purchaser Stockholders and the Partners when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser Stockholders and the Partners of any communications (and, unless precluded by Law, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement.

Regulatory and Other Approvals. Each of the Seller Parties shall, and the Company Merger Sub shall cause each of the Company's Subsidiaries to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best all commercially reasonable efforts, as promptly as practicable, practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, to Governmental or Regulatory Authorities and or any other Persons person (including under the HSR Act) required on its part of Merger Sub to consummate the transactions contemplated by this Agreement and by the Transaction DocumentsAncillary Agreements, and (b) provide such other information and communications to such Governmental or Regulatory Authority Authorities or other Persons persons as the Purchaser or any such Governmental or Regulatory Authority Authorities or other Person persons may reasonably request in connection therewith, and (c) cooperate with provide reasonable cooperation and support to HEI, HEA, the Purchaser as promptly as practicable Company, ChipPAC Korea and ChipPAC Shanghai in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities and or other Persons persons required on of HEI, HEA, the part of the Purchaser Company, ChipPAC Korea or ChipPAC Shanghai to consummate the transactions contemplated by this Agreement and the Transaction DocumentsAncillary Agreements. Each of the Seller Parties Merger Sub shall provide prompt notification to the Purchaser HEI and HEA when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above of this Section 6.1 is (or is caused to be) obtained, taken, made or given, as applicable, and will shall advise the Purchaser HEI and HEA of any communications (and, unless precluded by Lawlaw, provide the Purchaser with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsAncillary Agreements.

Regulatory and Other Approvals. Each of the Seller Parties shallOwners, Xxxxxxxxx and the Company shall cause each of the Company's Subsidiaries to, will (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities and other Persons required on its part of such Owner, Xxxxxxxxx or the Company (as the case may be) to consummate the transactions contemplated hereby and by this Agreement the Operative Agreements, including those required in connection with the Contribution and the Transaction DocumentsRestructuring Transactions and those described in SECTIONS 2.5 AND 2.6 OF THE DISCLOSURE SCHEDULE, and (b) provide such other information and communications to such Governmental or Regulatory Authority or Authorities and other Persons as the Purchaser any Investor or any such Governmental or Regulatory Authority or other Person may reasonably request and (c) cooperate with the Purchaser each Investor as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities and other Persons required on the part of the Purchaser such Investor to consummate the transactions contemplated hereby and by this Agreement and the Transaction DocumentsOperative Agreements. Each of Xxxxxxxxx or the Seller Parties shall Company will provide prompt notification to the Purchaser each Investor when any such consent, approval, action, filing or notice on its part (and, in the case of the Company, on a Subsidiary's part) referred to in clause (a) above is (or is caused to be) obtained, taken, made or given, as applicable, and will advise the Purchaser each Investor of any communications (and, unless precluded by Law, provide the Purchaser each Investor with copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction DocumentsOperative Agreements.