Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of EPI or any Subsidiary to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with MC Global and MCI 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 or other Persons required of MC Global and MCI to consummate the transactions contemplated hereby. EPI will provide prompt notification to MC Global when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise MC Global 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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. Purchaser will (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as at the earliest commercially practicable dates, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of EPI or any Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Seller to consummate the transactions contemplated herebyhereby and by the Operative Agreements. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser will provide prompt notification to MC Global Seller when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. Seller will (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities Authorities, and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of EPI or any Subsidiary Seller, in each case, to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 2.03 of the Disclosure Schedule and Seller Required Regulatory Approvals, or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation (i) to Purchaser in obtaining all Purchaser Required Regulatory Approvals and other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements and (ii) to Purchaser, and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 4.01, Seller agrees to provide copies of such filings to Purchaser. Nothing in this Agreement shall require Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Seller Required Regulatory Approvals. Seller will provide prompt notification to MC Global Purchaser when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global Purchaser of any communications (and, unless precluded by LawLaw or Order, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. (a) EPI and its Subsidiaries Seller will (ia)(i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals (including Final Orders) or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities provided that the Final Order(s) of the WUTC approving the transaction and the terms and conditions of each of the Operative Agreements and the respective regulatory treatment of any and all financial impacts thereof in each case shall be in form and substance satisfactory to Seller in its reasonable discretion and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of EPI or any Subsidiary Seller, in each case, to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 2.03 of the Disclosure Schedule and Seller Required Regulatory Approvals, or required for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation (i) to Purchaser in obtaining all Purchaser Required Regulatory Approvals and other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements and (ii) to Purchaser and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 4.01, Seller agrees to provide copies of such filings to Purchaser. Nothing in this Agreement shall require Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Seller Required Regulatory Approvals. Seller will provide prompt notification to MC Global Purchaser when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global Purchaser of any communications (and, unless precluded by LawLaw or Order, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as at the earliest commercially practicable dates to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of EPI or any Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing , the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Seller to consummate the transactions contemplated herebyhereby and by the Operative Agreements. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser will provide prompt notification to MC Global Seller when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or any other Person required of EPI or any Subsidiary Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedules 3.03 and 3.04 hereto, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Sellers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of MC Global and MCI Sellers to consummate the transactions contemplated hereby. EPI Purchaser shall afford Sellers the right to review in advance, subject to any applicable laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authorities, Securities Regulatory Bodies or other Persons in connection with the transactions contemplated by this Agreement. Purchaser will provide prompt notification to MC Global Sellers when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority Authority, Securities Regulatory Bodies or other Person regarding any of the transactions contemplated by this Agreement. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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. Seller will, promptly after the Effective Date, or, for those actions, requests or filings that would require Seller to identify Purchaser as the transferee of any Assets, promptly following entry of the Sale Order, at Seller’s sole cost and expense: (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable desirable to obtain all consents, approvals approvals, actions, orders or actions authorizations of, to or make all registrations, declarations or filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of EPI or any Subsidiary of Seller, as applicable, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and will diligently and in good faith strive to consummate the transactions contemplated hereby, and timely file any and all applications with the Division of Pari-Mutuel Wagering (iijointly with Purchaser, if necessary), and take any and all other commercially reasonable steps necessary or reasonably required by Purchaser to obtain all consents, approvals, actions, orders or authorizations that may be required under the Gaming Laws in order to (x) permit Purchaser to obtain each of the Gaming Licenses that are held by Seller, (y) permit Purchaser to operate the Business, and (z) permit Purchaser to obtain the Slot Machine Licenses and to retain, install and operate slot machines at the Miami Jxx Xxxx Facility, in each case, upon and after the consummation of the transactions contemplated hereby, including the purchase and sale of the Assets hereunder (collectively, the “Gaming License Approvals”); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and in connection therewith; (iiic) cooperate with MC Global Purchaser in connection with the performance of its obligations under Sections 5.01 and MCI as promptly as practicable in obtaining all consents5.02 below; (d) provide, approvals or actions ofcause to be provided, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI to consummate the transactions contemplated hereby. EPI will provide prompt notification to MC Global Purchaser when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global 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.Agreement or any of the Ancillary Agreements; and (be) Each of MC Global coordinate and MCI will (i) take all commercially reasonable steps necessary cooperate with Purchaser in connection with determining whether any action by or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions respect of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated herebyfiling with, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority is required, or any actions are required to be taken under, or consents, approvals or waivers are required to be obtained from parties to, Seller Material Contracts, in connection with the Sale or the other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Buyer will (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use 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 Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or any other Person required of EPI or any Subsidiary Buyer to consummate the transactions contemplated hereby, (iib) provide such other information and communications to such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith, and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Seller in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of MC Global and MCI Seller to consummate the transactions contemplated hereby. EPI Buyer shall afford Seller the right to review in advance, subject to any applicable Laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authorities, Securities Regulatory Bodies or other Persons in connection with the transactions contemplated by this Agreement in connection with obtaining, making or giving any consent, approval, action, filing or notice pursuant to this Section 5.5. Buyer will provide prompt notification to MC Global when Seller of any such failure to receive, take or make, as applicable, any consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority Authority, Securities Regulatory Bodies or other Person regarding any of the transactions contemplated by this Agreement. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially 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 Governmental or Regulatory Authorities or any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries 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 or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI 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.