Common use of Regulatory Filings and Consents Clause in Contracts

Regulatory Filings and Consents. From the date hereof until the Closing: (a) Subject to Seller’s and Buyer’s additional obligations in clauses (b) and (c) of this Section 7.4, Seller and Buyer shall (i) take, or cause to be taken, all actions, and do, or cause to be done, all things that, in either case, are necessary, proper or advisable under Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, and (ii) obtain from the relevant Governmental Authorities all Authorizations, if any, required to be obtained at or prior to the Closing by Buyer or Seller in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective Affiliates shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Person. (b) The Parties shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the transactions contemplated hereby not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of either Buyer or Seller, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. No delivery of any notice pursuant to clause (iv) of this Section 7.4(b) shall cure any breach of any representation, warranty or covenant of the Party hereto giving such notice contained in this Agreement. (c) Each Party agrees to use best efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action, and each Party agrees to provide reasonable cooperation to the other Party in connection with the foregoing.

Regulatory Filings and Consents. From the date hereof until the Closing: (a) Subject to Seller’s The Company and Buyer’s additional obligations the Purchaser acknowledge that one or more filings, notifications, expirations or terminations of waiting periods, waivers, authorizations, approvals, permits, consents, clearances, rulings, findings of suitability or orders under applicable Competition Laws or Gaming Laws may be necessary in clauses (b) and (c) of this Section 7.4, Seller and Buyer shall (i) take, or cause to be taken, all actionsconnection with, and doprior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. The Purchaser will promptly notify the Company if any such filing, notification, expiration or termination of a waiting period, waiver, authorization, approval, permit, consent, clearance, ruling, finding of suitability or order is required in connection with any such exercise. To the extent requested by the Purchaser, the Company shall, and shall cause its Affiliates to be doneuse reasonable best efforts to obtain all consents, all things thatapprovals, in either case, are authorizations or waivers of Governmental Authorities necessary, proper or advisable under Law or otherwise to consummate and make effective the transactions contemplated hereby or by this Agreementthe Warrants (including the exercise of such Warrants) as soon as reasonably practicable; provided that, and (ii) obtain from the relevant Governmental Authorities all Authorizations, if any, required to be obtained at or prior subject to the Closing by Buyer Company’s compliance with its obligations under this Agreement and the Warrants, the Company shall not have any responsibility or Seller liability for failure of the Purchaser or any of its Affiliates to comply with any applicable Competition Law or Gaming Law or to obtain any required consents, expirations or terminations, waivers, authorizations, approvals, permits, consents, clearances, rulings, findings of suitability or orders. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required in connection with the authorization, execution, delivery applicable exercise of Warrants had the Purchaser and performance of its Affiliates beneficially owned only Warrants acquired under this Agreement and (or Warrant Shares issued upon exercise of Warrants), the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective Affiliates Purchaser shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Personresponsible for 100% of such filing fees). (b) The Parties Each of the Company and the Purchaser shall each give prompt notice consult with one another with respect to the other obtaining of the receipt all consents, approvals, authorizations or waivers of any written notice Governmental Authorities necessary, proper or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with advisable to consummate the transactions contemplated herebyhereby or by the Warrants (including the exercise of the Warrants) and each party shall keep the other party apprised on a prompt basis of the status of matters relating to such consents, (ii) approvals, authorizations or waivers. The Company and the Purchaser shall have the right to review in advance and subject to any restrictions under applicable Law, each shall consult the other on, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated herebyhereby or by the Warrants (including the exercise of the Warrants) and each party agrees to in good faith consider and reasonably accept comments of the other party thereon. The Company and the Purchaser shall promptly furnish to each other copies of all such filings and written materials; provided, however, that each party may, as it deems advisable and necessary, redact materials to protect competitively sensitive information or information concerning valuation, or as necessary to address reasonable attorney client, attorney work product or other privilege concerns and reasonably designate any competitively sensitive material provided to the other parties under this Section 5.01(b) as “outside counsel only” (iii) such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless written permission is obtained in advance from the party providing the materials). The Company and the Purchaser shall promptly advise each other upon receiving any communication from any Governmental Authority with respect to any consent, approval, authorization or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyer or Seller waiver that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party is required to consummate the transactions contemplated hereby not to be satisfied, or by the Warrants (B) cause a breach including the exercise of the representationsWarrants), warranties including promptly furnishing each other copies of any written or covenants electronic communication and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any such consent, approval, authorization or waiver will not be obtained or that the receipt of any such Party under this Agreementconsent, approval, authorization or waiver will be materially delayed or conditioned. Except to the extent relating to or, in the such party’s reasonable determination, reasonably likely to relate to any Gaming Licenses or applications for Gaming Licenses by the Company or its Affiliates, or by the Purchaser or its Affiliates, or any calls or communications initiated by any Gaming Authorities to the Company or its Affiliates or the Purchaser or its Affiliates, as applicable, the Company shall not, and shall cause its Affiliates not to, and the Purchaser shall not, and shall cause its Affiliates not to, permit any of their respective directors, officers, employees, or any other Representatives to participate in any meeting (Cwhether in-person, by telephone, video meeting, or otherwise) delay with any Governmental Authority in respect of any filings, investigation or impede the ability of either Buyer or Seller, respectively, other inquiry relating to consummate the transactions contemplated hereby or by this Agreement or the Warrants (including the exercise of such Warrants) unless it consults with the other in advance and gives the other party the reasonable opportunity to fulfill their respective obligations set forth herein. No delivery of any notice pursuant to clause attend and participate thereat (iv) of this Section 7.4(b) shall cure any breach of any representation, warranty or covenant of unless such attendance is prohibited by the Party hereto giving such notice contained in this Agreementapplicable Governmental Authority). (c) Each Party agrees Notwithstanding anything in this Agreement to use best efforts the contrary, if at any time (i) the terms of the Investment Documents, (ii) the Purchaser’s receipt or holding of the Warrants or (iii) after the Purchaser represents in good faith that it intends to vigorously contest and exercise any Warrant no less than thirty (30) days from the date of such representation in a sufficient amount to resist any actiontrigger the requirement for such Gaming Licenses, including legislativethe Purchaser’s receipt or holding of the Warrant Shares in such amount, administrative would reasonably be anticipated to result in the Purchaser or judicial action, and its Affiliates being required to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) obtain a level of any court or other Governmental Authority Gaming Licenses that is more burdensome or robust in effect any material respect than that of a Vendor Type Registration, as reasonably determined by the Purchaser, the parties shall negotiate in good faith to agree on a fair and that restrictsreasonable modification or exchange of such Warrants, prevents Warrant Shares or prohibits the consummation terms of the transactions contemplated by this Agreement, including Investment Documents to such extent as is necessary to obviate the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action, and each Party agrees requirement to provide reasonable cooperation to the other Party in connection with the foregoingobtain such Gaming Licenses.

Regulatory Filings and Consents. From the date hereof until the Closing: (a) Subject Each of the Buyer and the US Seller and their respective Affiliates, if applicable) shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to Seller’s this Agreement and Buyer’s additional obligations the Transactions are required by the HSR Act as soon as practicable after the date of this Agreement but in clauses no event later than ten (b10) Business Days following the execution and delivery of this Agreement, and (cy) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws as soon as practicable after the date of this Section 7.4Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. In connection with any filings under the HSR Act, each of the Buyer and the US Seller and Buyer shall (i) takecooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is make under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to avoid any impediment to the consummation of the Transactions under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Person may assert under any applicable Antitrust Laws with respect to the Transactions. (b) Each of the Buyer and the US Seller (and their respective Affiliates, if applicable) shall promptly inform the other of any communication from any Governmental Authority regarding any of the Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the Transactions, including any proceedings initiated by a private party. If the Buyer or the US Seller (or any of their respective Affiliates, if applicable) shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Transactions pursuant to the HSR Act or any other Antitrust Laws with respect to which any such filings have been made, then such Party shall use its reasonable best efforts to make, or cause to be takenmade, all actionsas soon as reasonably practicable and after consultation with such other party, an appropriate response in compliance with such request. In connection with and dowithout limiting the foregoing, or cause to be done, all things that, in either case, are necessary, proper or advisable under the extent reasonably practicable and unless prohibited by applicable Law or otherwise to consummate by the applicable Governmental Authority, each of the Buyer and make effective the transactions contemplated by this Agreement, US Seller (and (ii) obtain from the relevant Governmental Authorities all Authorizationstheir respective Affiliates, if any, required to be obtained at or prior to the Closing by Buyer or Seller in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective Affiliates applicable) shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Person. (b) The Parties shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) give each other reasonable advance notice of all meetings with any Person alleging that Governmental Authority relating to the consent of such Person is or may be required in connection with the transactions contemplated herebyTransactions, (ii) any Governmental Authority give each other an opportunity to participate in connection with the transactions contemplated herebyeach of such meetings, (iii) keep such other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Transactions, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other Person written communications explaining or defending the Transactions, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the initiation Transactions, (vi) provide each other (or threat counsel of initiation each Party, as appropriate) with copies of all written communications to or from any claims, actions, suits, proceedings, arbitrations or investigations against, Governmental Authority relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated herebyTransactions, and (ivvii) any Person regarding cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 3.3(a). Any such disclosures, rights to participate or provisions of information by one Party to consummate the transactions contemplated hereby not other Party may be made on a counsel-only basis to be satisfied, (B) cause a breach of the representations, warranties extent required under applicable Law or covenants of such Party under this Agreement, or (C) delay or impede the ability of either Buyer or Seller, respectively, as appropriate to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. No delivery of any notice pursuant to clause (iv) of this Section 7.4(b) shall cure any breach of any representation, warranty or covenant of the Party hereto giving such notice contained in this Agreementprotect confidential business information. (c) Each Party agrees of the Buyer and the US Seller shall cooperate with one another in good faith to use best efforts (i) promptly determine whether any filings not contemplated by this Section 7.2 are required to vigorously contest and to resist any action, including legislative, administrative be or judicial actionshould be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2 are required to have vacatedbe or should be obtained, liftedfrom any Governmental Authority under any other applicable Law in connection with the Transactions, reversed and (ii) promptly make any filings, furnish information reasonably required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or overturned waivers that the Parties determine are required to be or should be made or obtained in connection with the Transactions. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) nothing in this Agreement shall require the Buyer, any of its Affiliates or any Acquired Company to proffer to or to, divest, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the business or assets of Buyer, any of its Affiliates or any Acquired Company, or any portion of the ITO Assets or Assumed Liabilities; and (ii) in no event shall Buyer, any of its Affiliates or any Acquired Company be obligated to litigate or participate in Action, whether judicial or administrative, or appeal any order (whether temporaryissued, preliminary granted or permanent) of entered by any court or other Governmental Authority that is in effect and that restricts(x) challenging or seeking to make illegal, prevents delay materially or prohibits otherwise directly or indirectly restrain or prohibit the consummation of the transactions contemplated by this AgreementAgreement or seeking to obtain from any Party or any of its Affiliates any damages in connection therewith, including or (y) seeking to prohibit or limit in any respect, or place any conditions on, the vigorous pursuit ownership or operation by the Buyer, or any of its Affiliates or any Acquired Company of all available avenues or any portion of administrative and judicial appeal and its business, or ITAs or Assumed Liabilities or to require any such Person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or enter into a consent decree or hold separate all available legislative actionor any portion of its business, and the ITO Assets or Assumed Liabilities, in each Party agrees to provide reasonable cooperation to the other Party case as a result of or in connection with the foregoingtransactions contemplated by this Agreement.

Regulatory Filings and Consents. From the date hereof until the Closing: (a) Subject Each of the parties hereto shall use commercially reasonable efforts to Seller’s and Buyer’s additional obligations in clauses (b) and (c) of this Section 7.4, Seller and Buyer shall (i) take, take or cause to be taken, taken all actions, actions and do, do or cause to be done, done all things that, in either case, that are necessary, proper or advisable to obtain all consents and approvals required by such filings and submissions and to cause the applicable expiration or termination of any waiting periods or approvals contemplated by the HSR Act. Each of the parties hereto shall (i) make or cause to be made all filings and submissions required under Law the HSR Act no later than within five (5) Business Days after the date hereof and (ii) file or cause to be filed the declaration with the Committee on Foreign Investment in the United States (“CFIUS”) substantially in the form previously agreed by the parties on the date hereof (it being understood that Section 8 thereof is in final form). The Purchaser shall pay all filing fees for the filings and submissions by all parties required under the HSR Act applicable to the parties for the consummation of the transactions contemplated herein. (b) Without limiting the foregoing, the Purchaser’s “commercially reasonable efforts” shall include entering into any agreement to hold separate, divest, license or otherwise dispose of such portion of the business, or such products and assets, of the Purchaser or its Affiliates as may be necessary to consummate and make effective obtain the agreement of any Governmental Authority not to seek an injunction against or otherwise oppose the transactions contemplated hereby, on such terms as may be required by such Governmental Authority; provided that nothing in this Section 10.02(b) shall require the Purchaser to take any action that would have a material adverse effect (as such term is interpreted under Delaware law) on the Purchaser’s business. If suit or other action is threatened or instituted by any Governmental Authority challenging the validity or legality of, or seeking to restrain the consummation of, the transactions contemplated by this Agreement, the parties shall use commercially reasonable efforts to avoid, resist, resolve or, if necessary, defend such suit or action. (c) In furtherance of Section 10.02(a), each of the parties hereto shall (i) respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) obtain use commercially reasonable efforts to cause the applicable waiting periods or other requirements under the HSR Act to terminate, expire or otherwise be satisfied at the earliest reasonably practicable date and in any event by the End Date. Each party hereto shall (A) promptly notify the other parties of any written communication to such party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the relevant other parties hereto to review in advance any proposed written communication to any of the foregoing (and consider in good faith the views of such other parties in connection therewith); (B) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authorities Authority in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Authority, gives such other parties the opportunity to attend and participate thereat; and (C) furnish the other parties hereto with copies of all Authorizationscorrespondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of its staff on the other hand, with respect to this Agreement; provided, however, that materials may be redacted to remove references concerning valuation, as necessary to comply with contractual arrangement and as necessary to address reasonable privileged concerns. (d) The Purchaser shall not, nor shall it permit TELUS International (Cda) Inc. or any other Subsidiary of TELUS International (Cda) Inc. to, acquire or agree to acquire any rights, assets, business, person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if anysuch acquisition would reasonably be expected to materially delay or materially and adversely affect the Seller’s or the Purchaser’s ability to: (i) obtain the timely expiration or termination of the waiting periods under the HSR Act or (ii) avoid the entry of, required the commencement of Action seeking the entry of, or to be obtained at effect the dissolution of, any injunction, temporary restraining order or prior to the Closing by Buyer other order that would materially delay or Seller in connection with the authorization, execution, delivery and performance of this Agreement and prevent the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective Affiliates shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Person. (b) The Parties shall each give prompt notice hereby prior to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the transactions contemplated hereby not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of either Buyer or Seller, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. No delivery of any notice pursuant to clause (iv) of this Section 7.4(b) shall cure any breach of any representation, warranty or covenant of the Party hereto giving such notice contained in this AgreementEnd Date. (c) Each Party agrees to use best efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action, and each Party agrees to provide reasonable cooperation to the other Party in connection with the foregoing.

Regulatory Filings and Consents. (a) From the date hereof until hereof, each of the Closing: (a) Subject to Seller’s and Buyer’s additional obligations in clauses (b) and (c) of this Section 7.4, Seller and Buyer parties hereto shall (i) take, or cause to be taken, all actions, and do, or cause to be done, all things that, in either case, are necessary, proper or advisable under Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, and (ii) obtain from the relevant Governmental Authorities all Authorizations, if any, required to be obtained at or prior furnish to the Closing by Buyer or Seller other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with the authorization, execution, delivery and performance its preparation of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective Affiliates shall be required to make any material monetary expenditure, commence necessary filings or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) submissions to any Persongovernmental agency. (b) The Parties Each Seller shall each give prompt notice use such person's commercially reasonable efforts to obtain all Required Consents, including (both before and after the other of Closing) the receipt of any written notice or other written communication Burger King Consents, from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the transactions contemplated hereby not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of either Buyer or Seller, respectively, third parties necessary to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. No delivery of any notice pursuant to clause (iv) of this Section 7.4(b) shall cure any breach of any representation, warranty or covenant of and the Party hereto giving such notice contained in this AgreementRelated Documents. (c) Each Party agrees to The Purchaser shall use best its commercially reasonable efforts to vigorously contest and to resist any actionobtain the consents required under Section 8.16, including legislativewithout limitation, administrative the Burger King Consents. (d) The Sellers' Representatives shall furnish to the Purchaser copies of all correspondence, filings or judicial actioncommunications (or, in the absence of written communications, memoranda setting forth the substance thereof) between the Sellers, the Responsible Individuals, the Restaurant Entities, the Management Companies or any of their respective officers, directors, employees, consultants and agents, on the one hand, and any government agency or authority or third party, including Burger King, or members of the staff of such agency or authority or third party, on the other hand, with respect to have vacatedthis Agreement, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect the Escrow Agreement and that restricts, prevents or prohibits the consummation of Related Documents and the transactions contemplated by this Agreementhereby and thereby. (e) The Purchaser shall have the right to review and reasonably approve all such correspondence, filings and communications and shall have the right to participate, where feasible, in any discussions or negotiations with any such government agency or authority or third party, including Burger King, or members of the vigorous pursuit staff of all available avenues such agency or authority or third party. (f) Notwithstanding the foregoing, none of administrative and judicial appeal and all available legislative action, and each Party agrees the parties to provide reasonable cooperation this Agreement shall be required to allow the other party hereto to participate in discussions or negotiations or to furnish any materials to any other party to the other Party in connection with extent prohibited by statute, rule or regulation from being so furnished or to the foregoingextent counsel to the party asserting a privilege advises is subject to a legally recognized privilege.

Regulatory Filings and Consents. From the date hereof until the Closing: (a) Subject to Seller’s and Buyer’s additional obligations in clauses (b), (c) and (cd) of this Section 7.46.3, Seller and Buyer shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things that, in either case, are necessary, proper or advisable under Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, including to do or cause the conditions set forth in ARTICLE VII to be satisfied and to obtain prior to Closing all Consents to the transfer and assignment of the Assets that are required under this Agreement, and (ii) obtain from the relevant Governmental Authorities all Authorizations, if any, Authorizations required to be obtained at or prior to the Closing by Buyer or Seller in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective and its Affiliates shall not be required to make any material monetary expenditure, commence or be a plaintiff in any material litigation or offer or grant any material accommodation (financial or otherwise) to any Person. (b) As promptly as practicable after the date hereof, Seller and Buyer shall make all necessary filings, including filings under the HSR Act and any other Antitrust Law, request early termination thereunder, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Law at or prior to the Closing. The Parties shall bear the costs and expenses of their respective filings; provided that **. The Parties shall cooperate in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling Party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Parties shall each use best efforts to furnish or cause to be furnished all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement. (c) The Parties shall each give prompt notice to the other of the receipt of any written notice or other written communication (in each case whether oral or written) from (i) any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the transactions contemplated hereby not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of either Buyer or Seller, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. No delivery of any notice pursuant to clause (iv) of this Section 7.4(b6.3(c) shall cure any breach of any representation, warranty or covenant of the Party hereto giving such notice contained in this Agreement. (cd) Each Party agrees to use best commercially reasonable efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including the vigorous reasonable pursuit of all available avenues of administrative and judicial appeal and all available legislative actionappeal, and each Party agrees to provide reasonable cooperation to the other Party in connection with the foregoing. Notwithstanding the foregoing, Buyer shall not be required to take any commercially unreasonable action that substantially impairs the overall benefits realized from the consummation of the transactions set forth herein, and in no event shall Buyer be required to (i) sell, hold separate or otherwise dispose of the Assets or Buyer’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Buyer to resolve any objection or proceeding objecting to the transactions contemplated hereunder or (ii) terminate any existing relationships and contractual rights and obligations. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Authority or other Person relating to the foregoing, provided that it shall afford Seller a reasonable opportunity to participate therein. Neither Party shall take any action that could reasonably be expected to materially hinder or delay the granting of any Authorization necessary for the consummation of the transactions contemplated hereby.

Regulatory Filings and Consents. From the date hereof until the Closing: (a) Subject Without prejudice to Seller’s the Investors' obligations set forth in Section 7.3(c), each of the Sellers and Buyer’s additional obligations in clauses (b) and (c) of this Section 7.4, Seller and Buyer the Investors shall (i) use their commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things that, in either case, are necessary, proper or advisable under Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreement by any Governmental Antitrust Authority (which actions shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Antitrust Authority), including filing, or causing to be filed, as promptly as practicable, any required notification and report forms (x) under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or (y) under Other Competition Laws with the applicable Governmental Antitrust Authority, (ii) to obtain from the relevant any Consent of any Governmental Authorities all Authorizations, if any, Antitrust Authority required to be obtained at or prior to made by the Closing by Buyer Sellers or Seller the Investors, or any of their respective Subsidiaries or Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that neither Seller nor Buyer nor their respective Affiliates shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Person. (b) The Parties shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the transactions contemplated hereby not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of either Buyer or Seller, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. No delivery the taking of any notice pursuant action contemplated by this Agreement, and (iii) to clause (iv) of this Section 7.4(b) shall cure take any breach action necessary to defend vigorously, lift, mitigate or rescind the effect of any representation, warranty litigation or covenant of the Party hereto giving such notice contained in administrative proceeding involving any Governmental Antitrust Authority adversely affecting this Agreement. (c) Each Party agrees to use best efforts to vigorously contest and to resist any action, including legislative, administrative Agreement or judicial action, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision. Without limitation of the vigorous pursuit foregoing, the Sellers, the Investors and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or any Other Competition Laws or enter into any agreement with any Governmental Antitrust Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of all available avenues of administrative and judicial appeal and all available legislative action, and each Party agrees to provide reasonable cooperation to the other Party in connection with the foregoingparty hereto.