Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Such Seller will (a) subject to clause (c) below, 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 required of such Seller to consummate the transactions contemplated hereby and by the Operative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities as such Governmental or Regulatory Authorities may reasonably request and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actions.

Regulatory and Other Approvals. Such The Seller will, and will cause the Company and the Related Entity (as the case may be) to (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsfaith, 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 such Seller Seller, the Company, or the Related Entity (as the case may be) to consummate the transactions contemplated hereby and by the Operative Agreements, Transaction Documents; (b) use commercially reasonable efforts to 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 and for the purposes of giving effect to the transactions contemplated under the Transaction Documents; (c) use commercially reasonable efforts to cooperate with the Purchaser as promptly as practicable (i) 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 the Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements Transaction Documents; and (iid) in connection with execute all documents, papers, forms, authorizations, declarations or oaths required of the transfer of any material LicensesSeller, including Environmental Permitsthe Company, or the Related Entity to consummate the transactions contemplated hereby and by the Transaction Documents. Such The Seller will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative AgreementsTransaction Documents. Notwithstanding anything The Seller shall not be held liable for not completing the transactions contemplated under the Transaction Documents if the nominees so nominated by the Purchaser is not qualified as an eligible person to succeed the contrary hereinBusiness and government permits under law and regulations in PRC. For avoidance of doubt, Sellers shall be required the Purchaser has the obligations to comply with all requirements of Environmental Laws that procure persons or nominees which are required qualified as a result of eligible persons to succeed the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices Business and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities government permits under law and conducting any required environmental investigations or remedial actionsregulations in PRC.

Regulatory and Other Approvals. Such Seller will From the date of this Agreement until Closing (the “Interim Period”): (a) subject The Parties will, in order to clause consummate the transactions contemplated hereby, (ci) below, take all commercially reasonable steps necessary or desirablenecessary, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable practicable, to obtain all consentsthe Seller Approvals, approvals or actions ofCompany Consents and Buyer Approvals in form and substance reasonably satisfactory to Seller and Buyer, and to make all required filings with with, and to give all required notices to to, Governmental Authorities (provided that HSR Act filings and attachments need not be exchanged or Regulatory Authorities required of such Seller to consummate the transactions contemplated hereby and preapproved by the Operative Agreements, other party and provided that any exchange of information between Seller and Buyer in connection with any filings shall be done in a manner that complies with applicable antitrust laws) and (bii) use commercially reasonable efforts to provide such other information and communications to such Governmental Authorities or Regulatory Authorities other Persons as such Governmental Authorities or Regulatory Authorities other Persons may reasonably request and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller therewith. (b) The Parties will provide prompt notification to Purchaser each other when any such consent, approval, action, filing or notice approval referred to in clause (aSection 6.1(a) above is obtained, taken, made made, given or givendenied, as applicable, and will advise Purchaser each other of any material communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or any Agreement. (c) In furtherance of the Operative Agreements. Notwithstanding anything to the contrary hereinforegoing covenants: (i) Each Party shall prepare, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of soon as is practical following the execution of this Agreement or consummation of Agreement, all necessary filings in connection with the transaction transactions contemplated by this Agreement that may be required by FERC or under the HSR Act or any other federal, state or local Laws. Each Party shall submit such filings as soon as practicable, but in no event later than 14 days (subject to extension by mutual agreement) after the execution hereof for filings with the FERC, and 14 days after the execution hereof for filings under the HSR Act. The Parties shall request expedited treatment of any such filings, shall promptly furnish each other than those arising out with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings and shall cooperate in the preparation of such filings as is reasonably necessary and appropriate. (ii) Buyer shall not, and shall cause its Affiliates not to, take any action that could reasonably be expected to adversely affect the approval of any Governmental Authority of any of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of aforementioned filings. (iii) Buyer shall cooperate in good faith with the Governmental Authorities and conducting undertake promptly any and all action required environmental investigations to complete lawfully the transactions contemplated by this Agreement, including proffering and consenting to a governmental order providing for the sale or remedial actionsother disposition, or the holding separate, of particular Assets, categories of Assets or lines of business, of either assets or lines of business of any of the Project Companies or of any other assets or lines of business of Buyer or its Affiliates in order to remedy any material competition concerns that any Governmental Authority may have. The entry by any Governmental Authority in any legal proceeding of a governmental order permitting the consummation of the transactions contemplated hereby but requiring any of the Assets or lines of business of Buyer or its Affiliates to be held separate or sold or disposed of thereafter (including the business and Assets of the Project Companies) shall not be deemed a failure to satisfy the conditions specified in Sections 7.2, 7.4, 7.5, 8.2, 8.4 or 8.5.

Regulatory and Other Approvals. Such From the Effective Date to the end of the Earnout Period, the Sellers and the Ultimate Seller will, and will cause the Company, the PRC WFOE and the Related Entity to, (a) subject to clause (c) below, 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 such Seller Sellers, the Company, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to 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 and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) 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 Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements Transaction Documents and (iid) in connection with execute all documents, papers, forms, authorizations, declarations or oaths required of Sellers, the transfer of Company, the PRC WFOE or any material Licenses, including Environmental PermitsRelated Entity to consummate the transactions contemplated hereby and by the Transaction Documents. Such Seller Sellers will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such Seller will (a) subject to clause (c) belowFrom and after the date hereof until the Closing, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and Buyer shall use all commercially reasonable effortsefforts to (i) execute such documents and other instruments and take such further actions as may be reasonably required or desirable to carry out the transactions contemplated hereby; (ii) take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated hereby and to cause the fulfillment at the earliest practicable date of all of the conditions to its obligations to consummate the Merger and the other transactions contemplated hereby; and (iii) obtain as promptly as possible all authorizations, consents, Orders and approvals or actions of, to make of all filings with and to give all notices to Governmental or Regulatory Authorities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Buyer shall cooperate fully with the Companies in promptly seeking to obtain all such authorizations, consents, Orders and approvals and shall not take any action that will have the effect of delaying, impairing or impeding the receipt of any required of such Seller to consummate the transactions contemplated hereby and by the Operative Agreements, approval. (b) use commercially reasonable efforts If, in order to provide such other information and communications properly prepare documents required to such be filed with a Governmental or Regulatory Authorities as such Governmental Authority or Regulatory Authorities may reasonably request and (c) use commercially reasonable efforts its financial statements, it is necessary that the Companies be furnished with additional information relating to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicableBuyer, and will advise Purchaser such information is in the possession of any communications (andBuyer, unless precluded by Law, provide copies of any then Buyer agrees to furnish such communications that are information in writing) with any Governmental Authority regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything a timely manner to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsCompanies.

Regulatory and Other Approvals. Such Seller (i) Prior to the Closing, each of Holdings, the Company and their Subsidiaries will (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all their commercially reasonable efforts, as promptly as practicable practicable, to (a) 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 such Seller the Company or any Subsidiary as a result of the Transactions, including, without limitation, those described in Section 2F of the Disclosure Letter (provided that none of the Purchasers, Holdings, or the Company shall have any obligation to consummate make any filing under the transactions contemplated hereby and by HSR Act prior to the Operative Agreementsdate on which the Company is obligated under the Reorganization Plan to submit Plan Documents (as defined in the Reorganization Plan) to the Bankruptcy Court), (b) use commercially reasonable efforts to 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 order Holdings, the Company and their Subsidiaries to obtain any such necessary consent, approval or action, and (c) use commercially reasonable efforts to cooperate with Purchaser the Purchasers as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to to, Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) or other Persons described in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller Section 3D. The Company will provide prompt notification to Purchaser Purchasers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise 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 such consent, approval, action, filing or notice of the transactions Transactions. Nothing in this Agreement shall preclude Holdings, the Company and their Subsidiaries from terminating this Agreement pursuant to Section 9A or taking any other actions expressly permitted hereunder; provided that the fee payable pursuant to Section 9B is paid to the Purchasers if and to the extent contemplated by this Agreement Section 9B. (ii) Prior to the Closing, each of the Purchasers will proceed diligently and in good faith and use their commercially reasonable efforts, as promptly as practicable, to (a) 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 such Purchaser to consummate the Operative Agreements. Notwithstanding anything to the contrary hereinTransactions, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c))including, including without limitation, providing those described in Section 3D, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as any required such Governmental or Regulatory Authorities or other Persons may reasonably request in order for such Purchaser to obtain any such necessary consent, approval or action, and (c) cooperate with Holdings, the Company and their Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices and disclosures to, Governmental or Regulatory Authorities or other Persons set forth in Section 2F of the Disclosure Letter. Nothing in this Section 4A shall preclude the Purchasers from terminating this Agreement pursuant to Governmental Authorities, obtaining Section 9A or taking any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsother actions expressly permitted hereunder.

Regulatory and Other Approvals. Such Seller will (a) subject to clause The Sellers shall: (ci) below, 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 obtain, in the case of ESI BH, the ESI BH Consents and, in the case of TPC Xxxxx, the TPC Xxxxx Consents, and all consents, approvals or actions of, to make all filings with with, and to give all notices to to, Governmental or Regulatory Authorities or any other Person required of such Seller the Sellers to consummate the transactions contemplated hereby and by the Operative Agreements, hereby; (bii) use commercially reasonable efforts to 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 and in connection therewith; and (ciii) use commercially provide reasonable efforts cooperation to cooperate with Purchaser as promptly as practicable (i) the Purchasers in obtaining 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 Purchaser the Purchasers to consummate the transactions contemplated hereby and by hereby. Prior to making any filings with or providing any information to a Governmental or Regulatory Authority pursuant to this Section 5.1, the Operative Agreements and (ii) in connection Sellers agree to consult with the transfer Purchasers regarding such filings and information, to obtain the Purchasers' written consent before submitting any filings containing any undertakings, obligations or conditions that survive the Closing Date, and to provide copies of any material Licenses, including Environmental Permits. Such Seller such filings and information to the Purchasers. (b) The Sellers will provide prompt notification to Purchaser the Purchasers when any such consent, approval, action, filing or notice referred to in clause (aa)(i) above is obtained, taken, made or given, as applicable, and will advise Purchaser the 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 Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsAgreement.

Regulatory and Other Approvals. Such Seller will During the Interim Period: (a) subject Each Party shall attempt to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, obtain as promptly as practicable all material consents and approvals that either Party or its respective Affiliates are required to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities required of such Seller in order to consummate the transactions contemplated hereby hereby; provided that, for purposes of clarification, and by notwithstanding anything to the Operative Agreementscontrary in this Agreement, (b) the obtaining of the consents and approvals will not be a condition to the Closing except to the extent set forth in Articles VI or VII, as applicable. Following the Closing, Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required material consent or approval required to novate all liabilities and obligations under any and all liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date and is limited to any transactions that occurred after the closing date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, approval, or waiver is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Asset to which such consent, approval, waiver relates for no additional consideration. To the extent that any Asset or Assumed Liability not be transferred to Buyer following Closing pursuant to this Section 5.1, Buyer and Sellers shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent practical and/or permitted under applicable Law, operational equivalent of the transfer of such other information Asset or Assumed Liability to Buyer as of the closing and communications to the performance by Buyer of its obligations with respect thereto. (b) Each Party shall, at the sole cost of such Governmental or Regulatory Authorities as such Governmental or Regulatory Authorities may reasonably request and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable Party, (i) in obtaining all consents, approvals make or actions of, making all cause to be made the filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser the Person or any of its applicable Affiliates under any Laws applicable to consummate it with respect to the transactions contemplated hereby by this Agreement and by the Operative Agreements and (ii) to pay any fees due of it in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or givenfilings, as applicablepromptly as is reasonably practicable, provided that, for purposes of clarification, and notwithstanding anything to the contrary in this Agreement, the filings and payments will advise Purchaser not be conditions to the Closing except to the extent set forth in Articles VI and VII; (ii) cooperate with the other Party by furnishing the information that is necessary in connection with the other Party’s filings; (iii) use reasonable efforts to cause the expiration of the notice or waiting periods under any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) Laws applicable to it with any Governmental Authority regarding any respect to the consummation of the transactions contemplated by this Agreement as promptly as is reasonably practicable; (iv) promptly inform the other Party of any written or to any Party’s Knowledge, oral, communication from or to, and any proposed written or to the relevant Party’s Knowledge, oral, understanding or agreement with, any Governmental Authority in respect of the filings; (v) reasonably consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions or other Proceedings with Governmental Authorities relating to the filings; (vi) comply, as promptly as is reasonably practicable, with any reasonable requests received by the Party under any applicable Laws for additional information, documents or other materials with respect to the filings, (vii) attempt to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (viii) only upon the advice of such Party’s legal counsel, contest and resist any action or other Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Law. (c) If a Party (or any of its applicable Affiliates) intends to participate in any meeting with any Governmental Authority with respect to the Operative Agreements. Notwithstanding filings and if permitted by, or acceptable to, the applicable Governmental Authority, it shall give the other Party reasonable prior written notice of, but in any event not less than five business days prior to such meeting (unless by the nature of the meeting such notice is impractical) and an opportunity to participate in, the meeting. (d) In connection with any such filings, Buyer shall cooperate in good faith with Governmental Authorities and with Sellers and undertake promptly any and all action required to lawfully complete the transactions contemplated by this Agreement. (e) Each Party shall provide prompt written notification to the other when it becomes aware that any such consent or approval referred to in this Section 5.1 is obtained, taken, made, given or denied, as applicable. (f) In furtherance of the foregoing covenants: (i) Each Party shall prepare, or cause its Affiliates to prepare, as soon as is practicable following the execution of this Agreement, all necessary filings applicable to it and in connection with the transactions contemplated by this Agreement that may be required under any Laws; provided that, for purposes of clarification, and notwithstanding anything to the contrary hereinin this Agreement, Sellers the filings will not be conditions to the Closing except to the extent set forth Articles VI and VII. (ii) Each Party shall be promptly furnish the other Party with copies of any written notices, correspondence or other written communication received by it from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings required to comply with all requirements of Environmental Laws that are required as a result it, and shall cooperate in the preparation of the execution filings as is reasonably necessary and appropriate. (iii) Each Party shall not, and shall cause its respective Affiliates not to, take any action that could reasonably be expected to adversely affect the approval of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsAuthority.

Regulatory and Other Approvals. Such Seller will (a) subject Sellers, at their sole expense (except as provided in Section 4.02), will and will cause the Company and its Subsidiaries to clause (ci) below, 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 such Seller Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.06 and 2.07 of the Disclosure Schedule, (bii) use commercially reasonable efforts to 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 and (ciii) use commercially reasonable efforts to cooperate with Purchaser Purchasers as promptly as practicable (i) 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 Purchaser Purchasers to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsAgreements. Such Seller Sellers will provide prompt notification to Purchaser Purchasers when any such consent, approval, action, filing or notice referred to in clause (ai) 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 Agreement or any of the Operative Agreements. (b) Purchasers, at their sole expense, 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 Purchasers to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Schedules 3.03 and 3.04 hereto, (ii) 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 and (iii) cooperate with Sellers, the 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 Governmental or Regulatory Authorities or other Persons required of Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements. Notwithstanding anything Purchasers will provide prompt notification to the contrary hereinSellers 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 Sellers shall be required to comply with all requirements of Environmental Laws any communications (and, unless precluded by Law, provide copies of any such communications that are required as a result in writing) with any Governmental or Regulatory Authority or other Person regarding any of the execution of this Agreement or consummation of the transaction transactions contemplated by this Agreement (other than those arising out or any of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsOperative Agreements.

Regulatory and Other Approvals. Such Seller will (a) subject Shareholders, at their sole expense, will and will cause Xxxxx to clause (ci) below, 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 such Seller Shareholders or Xxxxx to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.06 and 2.07 of the Disclosure Schedule, (bii) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Bancorp or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) use commercially reasonable efforts to cooperate with Purchaser Bancorp as promptly as practicable (i) 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 Purchaser Bancorp to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsAgreements. Such Seller Shareholders will provide prompt notification to Purchaser Bancorp when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Purchaser Bancorp of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. (b) Bancorp, at its sole expense, 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 Bancorp to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Schedule 3.04 hereto, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Shareholders or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with Shareholders and Xxxxx 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 Shareholders or Xxxxx to consummate the transactions contemplated hereby and by the Operative Agreements. Notwithstanding anything Bancorp will provide prompt notification to the contrary hereinShareholders when any such consent, Sellers shall be required approval, action, filing or notice referred to comply with all requirements in clause (i) above is obtained, taken, made or given, as applicable, and will advise Shareholders of Environmental Laws any communications (and, unless precluded by Law, provide copies of any such communications that are required as a result in writing) with any Governmental or Regulatory Authority or other Person regarding any of the execution of this Agreement or consummation of the transaction transactions contemplated by this Agreement (other than those arising out or any of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsOperative Agreements.

Regulatory and Other Approvals. Such From the date hereof until the Closing or the termination of this Agreement in accordance with Article 12, Seller will, or will cause the Selling Affiliates to, (a) subject to clause (c) below, 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 or any other Person required of such Seller or any Selling Affiliate to consummate the transactions contemplated hereby and by the Ancillary Agreements and the Operative Agreements, including without limitation those described in Sections 2.3 and 2.4 of the Disclosure Schedule, (b) use commercially reasonable efforts to 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) use commercially reasonable efforts to cooperate with Purchaser or the designated Purchasing Affiliates as promptly as practicable (i) 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 Purchaser or a Purchasing Affiliate to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsOperative Agreements. Such Seller will provide provide, and will cause the Selling Affiliates to provide, prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Ancillary Agreements or the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actions.

Regulatory and Other Approvals. Such From the Effective Date to the end of the Determination Period, save and except for the issues and matters disclosed, the Seller will, and will cause the Company and the Related Entity to, (a) subject to clause (c) below, 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 or renew all requisite 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 such Seller Seller, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to 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 and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining or renewing all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser to implement the transactions contemplated hereby and by the Transaction Documents and (d) execute all necessary documents, papers, forms, authorizations, declarations or oaths required of Seller, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsTransaction Documents. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such Seller From the Effective Date to the end of the Determination Period, save and except for the issues and matters disclosed, the Sellers will, and will cause the Company and the Related Entity to, (a) subject to clause (c) below, 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 or renew all requisite 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 such Seller Sellers, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to 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 and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining or renewing all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser to implement the transactions contemplated hereby and by the Transaction Documents and (d) execute all necessary documents, papers, forms, authorizations, declarations or oaths required of Sellers, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsTransaction Documents. Such Seller Sellers will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such Seller The Sellers will, and will cause the Company, the PRC WFOE and each Related Entity to, (a) subject to clause (c) below, 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 such Seller Sellers, the Company, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to 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 and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) 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 Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements Transaction Documents and (iid) in connection with execute all documents, papers, forms, authorizations, declarations or oaths required of Sellers, the transfer of Company, the PRC WFOE or any material Licenses, including Environmental PermitsRelated Entity to consummate the transactions contemplated hereby and by the Transaction Documents. Such Seller Sellers will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such Seller will (a) subject CCA will and will cause API to clause (ci) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as reasonably practicable to obtain obtain, in a timely, accurate and complete manner, all consents, approvals or actions of, to make all filings with and to give all notices to all Governmental Authorities or Regulatory Authorities any other Person required of such Seller CCA, API or any of their respective Subsidiaries to consummate the transactions contemplated hereby hereby, including, without limitation, the Stock Transfer Consent and by any other consents or approvals required of CCA or API from the Operative Authority pursuant to the Agecroft Agreements, (bii) use commercially reasonable efforts to provide such other information and communications to such Governmental Authorities or Regulatory Authorities other Persons as API 2 or such Governmental Authorities or Regulatory Authorities other Persons may reasonably request and (ciii) use commercially reasonable efforts to cooperate with Purchaser API 2 as promptly as is reasonably practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or Regulatory Authorities other Persons required of Purchaser API 2 to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permitshereby. Such Seller CCA will provide prompt notification to Purchaser API 2 when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Purchaser API 2 of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) ANTS will and will cause API 2 to (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 reasonably practicable to obtain, in a timely, accurate and complete manner, all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or any other Person required of API 2 to consummate the transactions contemplated hereby; including, but not limited to, those written undertakings required of ANTS and/or API 2 under Section 21.3(v) of the Direct Agreement as a condition precedent to the Stock Transfer Consent and any consents or approvals required of ANTS or API 2 from the Authority under the Agecroft Agreements or any other Person to the Deed of Novation, (ii) provide such other information and communications to such Governmental Authorities or other Persons as CCA, API or such Governmental Authorities or other Persons may reasonably request and (iii) cooperate with CCA and API as promptly as is reasonably practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or other Persons required of CCA or API to consummate the transactions contemplated hereby. API 2 will provide prompt notification to CCA 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 CCA 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 Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction transactions contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsAgreement.

Regulatory and Other Approvals. Such Seller will During the Interim Period: (a) subject Each Party shall attempt to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, obtain as promptly as practicable all material consents and approvals that either Party or its respective Affiliates are required to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities required of such Seller in order to consummate the transactions contemplated hereby hereby; provided that, for purposes of clarification, and by notwithstanding anything to the Operative Agreementscontrary in this Agreement, (b) the obtaining of the consents and approvals will not be a condition to the Closing except to the extent set forth in Articles VI or VII, as applicable. Following the Closing, Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required material consent or approval required to novate all liabilities and obligations under any and all liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date and is limited to any transactions that occurred after the closing date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, approval, or waiver is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Asset to which such consent, approval, waiver relates for no additional consideration. To the extent that any Asset or Assumed Liability not be transferred to Buyer following Closing pursuant to this Section ‎5.1, Buyer and Sellers shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent practical and/or permitted under applicable Law, operational equivalent of the transfer of such other information Asset or Assumed Liability to Buyer as of the closing and communications to the performance by Buyer of its obligations with respect thereto. (b) Each Party shall, at the sole cost of such Governmental or Regulatory Authorities as such Governmental or Regulatory Authorities may reasonably request and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable Party, (i) in obtaining all consents, approvals make or actions of, making all cause to be made the filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser the Person or any of its applicable Affiliates under any Laws applicable to consummate it with respect to the transactions contemplated hereby by this Agreement and by the Operative Agreements and (ii) to pay any fees due of it in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or givenfilings, as applicablepromptly as is reasonably practicable, provided that, for purposes of clarification, and notwithstanding anything to the contrary in this Agreement, the filings and payments will advise Purchaser not be conditions to the Closing except to the extent set forth in Articles VI and VII; (ii) cooperate with the other Party by furnishing the information that is necessary in connection with the other Party’s filings; (iii) use reasonable efforts to cause the expiration of the notice or waiting periods under any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) Laws applicable to it with any Governmental Authority regarding any respect to the consummation of the transactions contemplated by this Agreement as promptly as is reasonably practicable; (iv) promptly inform the other Party of any written or to any Party’s Knowledge, oral, communication from or to, and any proposed written or to the relevant Party’s Knowledge, oral, understanding or agreement with, any Governmental Authority in respect of the filings; (v) reasonably consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions or other Proceedings with Governmental Authorities relating to the filings; (vi) comply, as promptly as is reasonably practicable, with any reasonable requests received by the Party under any applicable Laws for additional information, documents or other materials with respect to the filings, (vii) attempt to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (viii) only upon the advice of such Party’s legal counsel, contest and resist any action or other Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Law. (c) If a Party (or any of its applicable Affiliates) intends to participate in any meeting with any Governmental Authority with respect to the Operative Agreements. Notwithstanding filings and if permitted by, or acceptable to, the applicable Governmental Authority, it shall give the other Party reasonable prior written notice of, but in any event not less than five business days prior to such meeting (unless by the nature of the meeting such notice is impractical) and an opportunity to participate in, the meeting. (d) In connection with any such filings, Buyer shall cooperate in good faith with Governmental Authorities and with Sellers and undertake promptly any and all action required to lawfully complete the transactions contemplated by this Agreement. (e) Each Party shall provide prompt written notification to the other when it becomes aware that any such consent or approval referred to in this Section ‎5.1 is obtained, taken, made, given or denied, as applicable. (f) In furtherance of the foregoing covenants: (i) Each Party shall prepare, or cause its Affiliates to prepare, as soon as is practicable following the execution of this Agreement, all necessary filings applicable to it and in connection with the transactions contemplated by this Agreement that may be required under any Laws; provided that, for purposes of clarification, and notwithstanding anything to the contrary hereinin this Agreement, Sellers the filings will not be conditions to the Closing except to the extent set forth Articles VI and VII. (ii) Each Party shall be promptly furnish the other Party with copies of any written notices, correspondence or other written communication received by it from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings required to comply with all requirements of Environmental Laws that are required as a result it, and shall cooperate in the preparation of the execution filings as is reasonably necessary and appropriate. (iii) Each Party shall not, and shall cause its respective Affiliates not to, take any action that could reasonably be expected to adversely affect the approval of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsAuthority.