Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. The Company will, as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders or authorizations of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company to consummate the transactions contemplated hereby (including, without limitation, the Required Consents), (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 below. The Company will provide, or cause to be provided, notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Company Parent, Seller and Los Pueblos will, as promptly as reasonably practicable practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Seller or Los Pueblos to consummate the transactions contemplated hereby (and by the Operative Agreements, including, without limitation, the Required Consents)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 Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 below5.02. The Company Parent, Seller and Los Pueblos will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Company Seller will, as promptly as reasonably practicable practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Seller to consummate the transactions contemplated hereby (includingand by the Operative Agreements, including without limitation, those described in Sections 2.03 and 2.04 of the Required Consents)Disclosure Schedule; provided, that Purchaser shall be responsible for obtaining all Licenses required for the operation of the Business after Closing, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowSection 5.01. The Company Seller will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Company will, as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders or authorizations of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company to consummate the transactions contemplated hereby (including, without limitation, the Required Consents), (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under SECTIONS Sections 5.01 and 5.02 below. The Company will provide, or cause to be provided, notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Company will, Purchaser will as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all written notices to Governmental or Regulatory Authorities or any other Person required of the Company Purchaser to consummate the transactions contemplated hereby (includinghereby, including without limitation, the Required Consents)limitation those described in Schedules 3.03 and 3.04 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser cooperate with Sellers and the Company in connection with the performance of its their obligations under SECTIONS 5.01 Sections 4.01 and 5.02 below4.02. The Company Purchaser will provide, or cause to be provided, provide prompt notification to Purchaser Sellers when any such consent, approval, action, order, authorization, registration, declaration, filing or written notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Company willSeller shall (and shall cause its Affiliates, as necessary, to), as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Seller or an Affiliate to consummate the transactions contemplated hereby (includingincluding any consents required to assign any Contracts, without limitationincluding Land Contracts, the Required Consentsto Purchaser), ; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith therewith; and (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowSection 6.01. The Company Seller will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Company willSubject to the terms and conditions of this Agreement, as promptly as reasonably practicable Purchaser will (a) take all commercially use reasonable steps necessary or desirable best efforts to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to to, Governmental or Regulatory Authorities or any other Person required of the Company Purchaser to consummate the transactions contemplated hereby (hereby, including, without limitation, those set forth on Section on Section 3.03 of the Required Consents)Purchaser Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser Sellers in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowSections 4.01. The Company Purchaser will provide, or cause to be provided, provide prompt notification to Purchaser Sellers when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Seller and Parent will, and will cause the Company willto, as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller, Parent or the Company to consummate the transactions contemplated hereby (includingand by the Escrow Agreement, including without limitation, limitation those described in Sections 2.06 and 2.07 of the Required Consents)Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to reasonably cooperate with Purchaser in connection with the performance of its obligations under SECTIONS Sections 5.01 and 5.02 below5.02. The Company Seller and Parent will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any material communications (and, unless precluded by Law, provide copies of any such material 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 Escrow Agreement.

Regulatory and Other Approvals. The Company will, Purchaser will as promptly as reasonably practicable practicable: (a) take all steps, which, are commercially reasonable steps reasonable, necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities Authorities, including approval of the Toronto Stock Exchange, or any other Person required of the Company Purchaser to consummate the transactions contemplated hereby (includinghereby, including without limitation, the Required Consents)limitation those disclosed in Schedules 3.03 and 3.04 hereto, (b) in Purchaser's sole discretion, provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser Sellers and the Company in connection with the performance of its their obligations under SECTIONS 5.01 Sections 4.01 and 5.02 below4.02. The Company Purchaser will provide, or cause to be provided, provide prompt notification to Purchaser Sellers when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Company will, as promptly as reasonably practicable Buyer will (a) take all commercially reasonable steps necessary or desirable efforts and proceed diligently and in good faith, as promptly as practicable, to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or to make all registrations, declarations or filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Buyer to consummate the transactions contemplated hereby (including, without limitation, the Required Consents)hereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser in connection with Stockholder, the performance Company and any of its obligations under SECTIONS 5.01 subsidiaries in obtaining all consents, approvals or actions of, making all filings with and 5.02 belowgiving all notices to Governmental Authorities or other Persons required of the Company, the Company or any of its subsidiaries to consummate the transactions contemplated hereby. The Company Buyer will provide, or cause to be provided, provide prompt notification to Purchaser Stockholder when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Stockholder of any communications (and, unless precluded by Lawlaw, provide Stockholder 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.

Regulatory and Other Approvals. The Company Sellers will, and will cause the GmbH Subsidiary to, as promptly as reasonably practicable practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all the consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Sellers to consummate the transactions contemplated hereby (includingand by the Operative Agreements, including without limitation, the Required Consents), 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 Authorities or other Persons as Purchasers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser cooperate with Purchasers in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowAND 5.02. The Company Sellers will provide, or cause to be provided, provide prompt notification to Purchaser Purchasers when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Company Seller will, as promptly as reasonably practicable practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Seller to consummate the transactions contemplated hereby (includingand by the Operative Agreements, including without limitation, limitation those described in Sections 2.3 and 2.4 of the Required Consents)Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowSection 5.1. The Company Seller will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Company will, Buyer will as promptly as reasonably practicable after the date hereof (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to any Governmental or Regulatory Authorities Entity or any other Person required of the Company in order to permit Buyer to consummate the transactions contemplated hereby (including, without limitation, including but not limited to all authorizations under the Required ConsentsGaming Laws applicable to Buyer and each Buyer Subsidiary), (b) provide such other information and communications to such Governmental or Regulatory Authorities Entity or other Persons as such Governmental or Regulatory Authorities Entity or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser the Company and Seller in connection with the performance of its their obligations under SECTIONS 5.01 and 5.02 belowthis Agreement. The Company Buyer will provide, or cause to be provided, provide prompt notification to Purchaser the Company and Seller when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser the Company of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority Entity or other Person regarding any of the transactions contemplated by this Agreementhereby.

Regulatory and Other Approvals. The Company Parent and Seller will, as promptly as reasonably practicable practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Seller to consummate the transactions contemplated hereby (and by the Operative Agreements, including, without limitation, the Required Consents)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 Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 below5.02. The Company Parent and Seller will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The During the Pre-Closing Period, the Members will, and will cause the Company willto, as promptly as reasonably practicable (ai) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities Bodies or any other Person required of the Members or the Company to consummate the transactions Transactions contemplated hereby (including, without limitation, and by the Required Consents)Transaction Documents, (bii) provide such other information and communications to such Governmental or Regulatory Authorities Bodies or other Persons as Buyer or such Governmental or Regulatory Authorities Bodies or other Persons may reasonably request in connection therewith and (ciii) provide reasonable cooperation to Purchaser cooperate with Buyer in connection with the performance of its obligations under SECTIONS 5.01 Section 7.2. During the Pre-Closing Period, the Members and 5.02 below. The the Company will provide, or cause to be provided, provide prompt notification to Purchaser Buyer when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Purchaser Buyer of any communications (and, unless precluded by Lawapplicable Legal Requirements, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority Body or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents.

Regulatory and Other Approvals. The Company will, Purchaser will as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Purchaser to consummate the transactions contemplated hereby (includinghereby, including without limitationlimitation those disclosed in SCHEDULES 3.03 and 3.04 hereto, and those that may be required in connection with the Required Consents)transaction structure contemplated by SECTION 5.08, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser Seller, the Company and the Subsidiaries in connection with the performance of its their obligations under SECTIONS 5.01 4.01 and 5.02 below4.02. The Company Purchaser will provide, or cause to be provided, provide prompt notification to Purchaser Seller when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Sellers will, and will cause the Company willand the Subsidiaries to, as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller, the Company or any Subsidiary to consummate the transactions contemplated hereby (includingand by the Operative Agreements, including without limitation, limitation those described in Sections 2.06 and 2.07 of the Required Consents)Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS Sections 5.01 and 5.02 below5.02. The Company Sellers will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Company willSellers shall, and shall cause each other Seller to, as promptly as reasonably practicable practicable, (a) take all commercially reasonable steps necessary necessary, appropriate or desirable to assist Purchaser to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrationsfilings with, declarations or filings with and give all notices to to, Governmental or Regulatory Authorities or any other Person required of the Company Sellers to consummate the transactions contemplated hereby (and by the Operative Agreements, including, without limitation, those described in Sections 2.4 of the Required Consents)Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith therewith, and (c) cooperate with Purchaser with respect to any matter relating to the foregoing. Sellers shall cause each other to, provide reasonable cooperation to Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 below. The Company will provide, or cause to be provided, prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will shall advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Seller and the Company will, as promptly as reasonably ------------------------------ practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, satisfy all requests for documents or other information from, make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller or the Company to consummate the transactions contemplated hereby (includinghereby, including without limitation, limitation those described in Sections 2.05 and 2.06 ------------- ----- of the Required Consents)Disclosure Schedule, (b) provide such other information and communications to such -------------------------- Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith therewith, and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowSection 5.01. The Company Seller will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, ------------ approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any material communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the other Definitive Agreements.

Regulatory and Other Approvals. The Company will, as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders or authorizations of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company to consummate the transactions contemplated hereby (including, without limitation, the Required Consents), (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser in connection with the <page>performance of its obligations under SECTIONS Sections 5.01 and 5.02 below. The Company will provide, or cause to be provided, notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. The Company will, Parent and Merger Sub will as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Parent or Merger Sub to consummate the transactions contemplated hereby (includingand by the Operative Agreements, including without limitation, the Required Consents)limitation those described in SCHEDULES 6.03 and 6.04 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Shareholder Parties, the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Purchaser cooperate with the Shareholder Parties, the Company and the Subsidiaries in connection with the performance of its their obligations under SECTIONS 5.01 and 5.02 below5.02. The Company Parent will provide, or cause to be provided, provide prompt notification to Purchaser the Shareholder Parties when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser the Shareholder Parties of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Company Each of the Shareholders will, and will cause the Companies and their Subsidiaries to, as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company Shareholders, the Companies or any of their Subsidiaries to consummate the transactions contemplated hereby (including, without limitation, and by the Required Consents)Operative Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 belowSection 5.1. The Company Shareholders will provide, or cause to be provided, provide prompt notification to Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. The Seller and the Company will, will as promptly as reasonably practicable (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals, actions, orders approvals or authorizations actions of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Seller, the Company to consummate the transactions contemplated hereby (includinghereby, including without limitation, the Required Consents)limitation those described in SECTIONS 2.6 AND 2.7 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under SECTIONS 5.01 and 5.02 below6.1(B) AND (C). The Seller and the Company will provide, or cause to be provided, provide prompt notification to the Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.