Common use of Regulatory and Third Party Approvals Clause in Contracts

Regulatory and Third Party Approvals. (a) The Acquired Companies shall, and, as applicable, shall cause the Subsidiaries to, as promptly as practicable (i) use commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of, and take any action in respect of, any Persons and Governmental Authorities necessary or advisable of any of the Acquired Companies or the Subsidiaries to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 3.4 and Section 3.5 of the Disclosure Schedule, (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its outside counsel as reasonably requested by the Purchaser in connection with the performance of the Purchaser’s obligations under Section 7.2. The Acquired Companies shall provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Purchaser or its outside counsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Notwithstanding the foregoing, in no event shall any of the Sellers, Acquired Companies or the Subsidiaries be required to make any payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or arrangement with any Person that it is not presently contractually required to enter into, accept any significant modification in any existing agreement or arrangement, take any action that would alter or restrict in any way any of the Acquired Companies’ or any of their respective Affiliates’ business or commercial practices (including divesting or holding separate any of its assets or portion of its business).

Regulatory and Third Party Approvals. (a) The Acquired Companies Subject to Section 7.1(c), the Purchaser shall, and, as applicable, shall cause the Subsidiaries to, as promptly as practicable after the date hereof (i) use its commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of, of and take any action in respect of, any Persons and Governmental Authorities that are necessary or advisable of any of the Acquired Companies or the Subsidiaries Purchaser to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 3.4 5.3 and Section 3.5 5.4 of the Disclosure Schedule, Schedule 5; (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its Company, the Company’s Subsidiaries and their outside counsel as reasonably requested by the Purchaser Company in connection with the performance of the PurchaserCompany’s obligations under Section 7.26.3. The Acquired Companies Purchaser shall provide prompt notification to the Purchaser Company and the Sellers when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser Company and the Sellers of any substantive communications (and, unless precluded by Law, provide copies of any such substantive communications that are in writing to the Purchaser Company and the Sellers and their respective outside counsels, provided, that such material may be designated as “outside counsel only” if it contains competitively sensitive information, and/or redacted as necessary to (i) comply with contractual arrangements, and (ii) to address good faith legal privilege or its outside counselconfidentiality concerns) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Notwithstanding Without limiting the generality of the foregoing, the Purchaser will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the Company and the Sellers in connection with this Section 7.1, including, without limitation, (i) providing the Company and the Sellers with advanced copies and reasonable opportunity to comment on all notices, applications, submissions, responses, filings and information supplied to or filed with any Governmental Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents (except for information which the Purchaser, acting reasonably, considers highly confidential and competitively sensitive, which shall only be provided to outside counsel of the Company and the Sellers on a confidential and privileged basis), and (ii) keeping the Sellers apprised of communications with any Governmental Authority. (c) Notwithstanding anything to the contrary set forth herein, in no event shall will the Purchaser be obligated to propose or agree to accept any of the Sellersundertaking or condition, Acquired Companies or the Subsidiaries be required to enter into any consent decree, to make any payment (other than reasonable legal fees) that it is not presently contractually required divestiture or payment, to makeaccept any operational restriction, enter into or take any other agreement or arrangement with any Person action that it is not presently contractually required to enter into, accept any significant modification will in any existing agreement way limit the right of Purchaser to own or arrangementoperate all or any portion of its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Agreement. The Sellers shall not discuss, negotiate or commit to any divestiture transaction, or discuss or commit to alter their businesses or commercial practices in any way, or otherwise take or commit to take any action that would alter limits Purchaser’s freedom of action with respect Purchaser’s assets, properties or restrict in any way any of businesses or the Acquired Companies’ assets, properties or any of their respective Affiliates’ business or commercial practices (including divesting or holding separate any of its assets or portion of its business)businesses being acquired pursuant to this Agreement.

Regulatory and Third Party Approvals. (a) The Acquired Companies Company shall, and, as applicable, shall cause the Company’s Subsidiaries to, as promptly as practicable (i) use commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of, and take any action in respect of, any Persons and Governmental Authorities necessary or advisable of any of the Acquired Companies or Company and the Company’s Subsidiaries to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 3.4 and Section 3.5 of the Disclosure ScheduleSchedules, (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its outside counsel as reasonably requested by the Purchaser in connection with the performance of the Purchaser’s obligations under Section 7.27.1. The Acquired Companies Company shall provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser of any substantive communications (and, unless precluded by Law, provide copies of any such substantive communications that are in writing to the Purchaser or its outside counsel; provided that such material may be designated as “outside counsel only” if it contains competitively sensitive information, and/or redacted as necessary to (i) comply with contractual arrangements, and (ii) to address good faith legal privilege or confidentiality concerns) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. Nothing in this Agreement requires the Sellers, the Company or any of the Company’s Subsidiaries to share with the Purchaser or its outside counsel any information on the valuation of the transactions contemplated by this Agreement or other potential transactions that may have been contemplated by the Sellers, the Company or any of the Company’s Subsidiaries. (b) Without limiting the generality of the foregoing, the Company will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the Purchaser in connection with this Section 6.3, including, without limitation, (i) providing the Purchaser with advanced copies and reasonable opportunity to comment on all notices, applications, submissions, responses, filings and information supplied to or filed with any Governmental Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents (except for information which the Company, acting reasonably, considers highly confidential and competitively sensitive, which shall only be provided to outside counsel of the Purchaser on a confidential and privileged basis), and (ii) keeping the Purchaser apprised of communications with any Governmental Authority. (c) Notwithstanding the foregoing, in no event shall the Company or any of the Sellers, Acquired Companies or the Company’s Subsidiaries be required to make any payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or arrangement with any Person that it is not presently contractually required to enter into, accept any significant modification in any existing agreement or arrangement, take any action that would alter or restrict in any way any of the Acquired Companies’ Company’s or any of their its respective Affiliates’ business or commercial practices (including divesting or holding separate any of its assets or portion of its business).

Regulatory and Third Party Approvals. (a) The Acquired Companies Company shall, and, as applicable, shall cause the Subsidiaries Subsidiary to, as promptly as practicable (i) use commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of, and take any action in respect of, any Persons and Governmental Authorities necessary or advisable required of any of the Acquired Companies Company or the Subsidiaries Subsidiary to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 3.4 and Section 3.5 of the Disclosure Schedule, (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its outside counsel as reasonably requested by the Purchaser in connection with the performance of the Purchaser’s obligations under Section 7.2. The Acquired Companies Company shall provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Purchaser or its outside counsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Notwithstanding the foregoing, in no event shall any of the Sellers, Acquired Companies Company or the Subsidiaries Subsidiary be required to make any payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or arrangement with any Person that it is not presently contractually required to enter into, accept any significant modification in any existing agreement or arrangement, take any action that would alter or restrict in any way any of the Acquired Companies’ Company’s or any of their respective Affiliates’ the Subsidiary’s business or commercial practices (including divesting or holding separate any of its assets or portion of its business).

Regulatory and Third Party Approvals. (a) The Acquired Companies Subject to Section 7.2(c) the Purchaser and the Guarantor shall, and, as applicable, shall cause the Subsidiaries to, as promptly as practicable after the date hereof (i) use their commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of, of and take any action in respect of, any Persons and Governmental Authorities necessary or advisable of any that are required of the Acquired Companies or Purchaser and the Subsidiaries Guarantor to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 3.4 5.3 and Section 3.5 5.4 of the Disclosure Schedule, Schedule 5; (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its Acquired Company, the Subsidiary and their outside counsel as reasonably requested by the Purchaser Acquired Company in connection with the performance of the PurchaserAcquired Company’s obligations under Section 7.26.3. The Acquired Companies Purchaser and the Guarantor shall provide prompt notification to the Purchaser Acquired Company and the Sellers when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser Acquired Company and the Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Purchaser or its Acquired Company and the Sellers and their respective outside counselcounsels) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Notwithstanding Without limiting the generality of the foregoing, the Purchaser and the Guarantor shall consult and cooperate with the Acquired Company and the Sellers in no event connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser and the Guarantor in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. Neither the Purchaser nor the Guarantor will make any notification, filing, application or other submission in relation to the transactions contemplated hereby or under the other Transaction Documents without first providing the Acquired Company and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Acquired Company and the Sellers a reasonable opportunity to consider its content before it is filed with the relevant Governmental Authority, and the Purchaser and the Guarantor shall consider and take account of all reasonable comments timely made in this respect. The Purchaser and the Guarantor shall promptly notify the Acquired Company and the Sellers of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents and will use their reasonable commercial efforts to ensure, to the extent permitted by Law, that the Acquired Company and the Sellers, or their outside counsel where appropriate, are involved in any substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents. (c) Notwithstanding anything to the contrary set forth herein, the obligations of the Purchaser and the Guarantor under this Section 7.2 shall include committing to any and all undertakings, divestitures, licenses or hold separate or similar arrangements with respect to their assets or the assets of the Acquired Company or any of the Sellers, Acquired Companies Subsidiary and committing to any undertakings or other arrangements relating to conduct of its business or the Subsidiaries be required to make any payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or arrangement with any Person that it is not presently contractually required to enter into, accept any significant modification in any existing agreement or arrangement, take any action that would alter or restrict in any way any business of the Acquired Companies’ Company or the Subsidiary as a condition to obtaining any and all approvals or clearances from any Governmental Authority or Person necessary to consummate the transactions contemplated hereby or under the other Transaction Documents, including taking any and all actions necessary in order to ensure the receipt of the necessary consents, approvals, clearances or forbearances, or the termination, waiver or expiration of the necessary waiting periods, under, as applicable, or any other applicable antitrust, competition, foreign investment or similar Law. Neither the Purchaser nor the Guarantor shall knowingly take or cause to be taken any action which would be expected to prevent or delay the obtaining of their respective Affiliates’ business any consent or commercial practices (approval required hereunder, including divesting entering into any timing or holding separate other agreements with any Government Authority without the express written consent of its assets the Acquired Company and the Sellers, for the consummation of the transactions contemplated hereby or portion of its business)under the other Transaction Documents.