Common use of Regulatory Matters; Third Party Consents Clause in Contracts

Regulatory Matters; Third Party Consents. (a) The Parties shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of this Agreement; provided that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated hereby.

Regulatory Matters; Third Party Consents. (a) The Parties shallCompany and the Stockholders, on the one hand, and BPB and BPIM, on the other hand, shall cause their respective Affiliates to, cooperate with each other and use their all reasonable best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, of all third parties and Governmental Authorities that Entities which are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - by this Agreement (e) of this Agreement; provided it being understood that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices Stockholders shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of responsible for obtaining all such consentsapprovals, waivers and approvals consents from such parties with whom the Company is in contractual privity including all investment advisory clientele). If any required consent of or waiver by any third party (excluding any Governmental Authority and consents of clients under investment advisory agreements) is not obtained prior to the Closing, or if the assignment of any Company Contract (other than an investment advisory agreement) would be ineffective or would adversely affect any material rights or benefits thereunder so that BPB would not in fact receive all such rights and benefits, the parties, each without cost, expense or liability to the other (except as provided in Article X hereof), shall be made available cooperate in good faith to each Party for inspection promptly after receipt thereofseek, if possible, an alternative arrangement to achieve the economic results intended. BPB and the Stockholders' Representatives will have the right to review in advance, and copies will consult with the other on, in each case subject to Applicable Laws relating to the exchange of such notices shall be information, all the information relating to BPB or the Company, as the case may be, and any of their respective Affiliates, which appear in any filing made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy with, or written materials submitted to, any conditions third party or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyby this Agreement.

Regulatory Matters; Third Party Consents. (a) The Parties parties to this Agreement shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable after the date hereof (but, in any event, with respect to any notification required under the HSR Act, within 10 Business Days after the date hereof, ) prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of this Agreement; provided that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e)Transactions. All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Partiesparties to this Agreement, and executed originals of such consents, waivers and approvals shall be made available to each Party party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party party promptly after the making thereof. The Parties parties hereto agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated herebyTransactions. Each party hereto (the “Reviewing Party”) will have the right to review in advance, and the other party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any Governmental Authority in connection with the Transactions. The Parties parties hereto agree that they will keep the other Parties parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyTransactions. Each of the parties hereto agrees that none of the information regarding it or any of its Affiliates supplied or to be supplied by it, or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the Transactions will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Regulatory Matters; Third Party Consents. (a) The Parties shallSubject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions, and shall do, or cause their respective Affiliates toto be done, cooperate with each other all things necessary, proper or advisable under this Agreement and use their reasonable best efforts Applicable Laws to consummate the Transactions as promptly soon as practicable after the date hereof, prepare and file, or cause to be prepared and filed, including preparing as promptly as practicable all necessary documentation to effect all applications, notices, petitions petitions, filings, ruling requests, and filings with, other documents and to obtain as promptly as practicable after the date hereof all permitsconsents, consentswaivers, licenses, orders, registrations, approvals, waivers permits, rulings, authorizations and authorizations of, all third parties and Governmental Authorities that are clearances necessary or advisable to timely be obtained from any third party and/or any Insurance Department or other Governmental Authority in order to consummate the transactions contemplated herebyTransactions. In furtherance and not in limitation of the foregoing, including those set forth in Sections 7.01(c(i) - Buyer at its expense shall make the filings required of Buyer and its Affiliates and its and their directors, officers and employees with the Insurance Departments comprising the Requisite Regulatory Approvals with respect to the Transactions within thirty-five (e35) days of the date of this Agreement; provided that no Party will be obligated , and (ii) the Company and Buyer shall use their respective commercially reasonable efforts to make any unreasonable payments other filings pursuant to Applicable Laws that are necessary, proper or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory advisable with respect to the Parties, and executed originals of such consents, waivers and approvals Transactions as promptly as practicable. Each party shall be made available use commercially reasonable efforts to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available supply to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority as promptly as practicable any additional information or documentation that may be required by such Government Authority pursuant to Applicable Laws in connection with their review of the Transactions. All filing fees payable in connection with the consummation of foregoing shall be borne by the transactions contemplated hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyrespective filing party incurring such expense.

Regulatory Matters; Third Party Consents. (a) The Parties shall, and ---------------------------------------- parties to this Agreement shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, of all third parties and Governmental Authorities that which are necessary or advisable to timely consummate the transactions contemplated herebyby this Agreement; provided, including those set forth in Sections 7.01(c) - (e) however, that notwithstanding the foregoing, Buyer shall -------- ------ prepare and file the requisite applications and notices with the OTS within 60 days of the date of this Agreement; provided , and provided, further, however, that no Party will be obligated nothing -------- ------- contained herein shall require Seller to make pay any unreasonable payments or offer or grant sum to any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, in connection with obtaining such party's consent or approval other than any fees required to be paid by Seller in connection with obtaining any consents or approvals and notices shall be in writing and in form and substance reasonably satisfactory of any Governmental Authorities. If any required consent of or waiver by any third party (excluding any Governmental Authority) is not obtained prior to the PartiesClosing, or if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and benefits, the parties hereto, each without cost, expense or liability to the other (except as provided in Article VIII hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and executed originals will consult with the other on, in each case subject to Applicable Laws relating to the exchange of such consentsinformation, waivers and approvals shall be all the information relating to Buyer, the Bank, Seller, the Company or the Company Subsidiaries, as the case may be, which appear in any filing made available to each Party for inspection promptly after receipt thereofwith, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy or written materials submitted to, any conditions third party or requirements imposed by any Governmental Authority in connection with the consummation of transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to -------- ------- provide any party to this Agreement with a right to review any executive compensation information or three or five year budgets or projections, in each case, provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The Parties hereto parties to this Agreement agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other Parties others apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein. The party responsible for a filing as set forth above shall promptly deliver to the other parties hereto evidence of the filing of all applications, filings, registrations and notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other parties hereto a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller shall, and Seller shall cause the Company and the Company Subsidiaries to, each act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) The Parties shall, and parties to this Agreement shall cause their respective Affiliates to, cooperate with each other and use their commercially reasonable best efforts to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file (on a confidential basis if reasonably requested by the other parties) all necessary documentation documentation, to effect (on a confidential basis if reasonably requested by the other parties) all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, of all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated herebyby this Agreement, including those set forth any filing to be made under the HSR Act, which filings shall be made as promptly as reasonably practicable (and in Sections 7.01(c) - (e) no event later than 30 days of the date of this Agreement; ), and requests for required consents under the Contracts (provided that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order efforts to obtain the approvals, consents, waivers or confirmations required by Client and Fund consents are covered in Sections 7.01(c) - (e5.2 and 5.3). All such third party consents, waivers, approvals Buyer and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties Company agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated herebyby this Agreement, other than those conditions or requirements, in the aggregate, the satisfaction of which are reasonably likely to result in either a Company Material Adverse Effect or a material adverse effect on the ability of Buyer to timely consummate the Transaction pursuant to the terms hereof or a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Buyer and its Subsidiaries, taken as a whole. The Parties hereto parties to this Agreement will have the right to review in advance, and will consult with the other parties on, all the information relating to Buyer or the Company, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. The parties to this Agreement agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and that each party will keep the other Parties parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein. Each of the parties hereto agrees that none of the information regarding it or any of its Affiliates (within the meaning of the first sentence only of the definition of "Affiliate") supplied or to be supplied by it or to be supplied on its behalf specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Regulatory Matters; Third Party Consents. (a) The Seller and the Buyer Parties shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to to, as promptly as reasonably practicable after the date hereof, prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers Permits and authorizations of, all third parties and Governmental Authorities Consents that are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of by this Agreement; provided . Except as prohibited by applicable Law, each of the Buyer Parties and the Seller, as the case may be (the “Reviewing Party”), shall have the right to review in advance, and the Seller and the Buyer Parties, as the case may be (the “Filing Party”), shall consult with the Reviewing Party on, all of the information relating to the Reviewing Party and its Affiliates that no appears in any filing or written materials submitted by the Filing Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated herebyby this Agreement. The Parties parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities (including all Permits and Consents) necessary or advisable to consummate the transactions contemplated by this Agreement and that each of them will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein.

Regulatory Matters; Third Party Consents. (a) The Parties shall, and parties to this Agreement shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to do all things reasonably necessary to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers Governmental Approvals and authorizations of, all Consents of third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby, including those by this Agreement. If any third party Consent set forth in Sections 7.01(cSection 4.3 or contemplated by Section 6.2 (excluding any Governmental Approval) - is not obtained prior to the Closing, or if the assignment of any Contract would be ineffective or would individually or in the aggregate adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and benefits, at the request of Buyer, the parties hereto, each without cost, expense or liability to the other (e) except as provided in Article VIII hereof), shall fully cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and will consult with the other on, in each case subject to Applicable Laws relating to the exchange of this Agreement; provided information, all the information relating to Buyer, the Company, Optima or the Shareholders, as the case may be, that no Party will be obligated to make appears in any unreasonable payments filing made with, or offer or grant written materials submitted to, any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any information provided to any Governmental Authority by Buyer on a confidential basis in connection with the transactions contemplated hereby. The Parties hereto parties to this Agreement agree that they will consult with each other with respect to the obtaining of all Government Approvals and third party Consents necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other Parties others apprised in a timely manner of the status of matters relating to completion of the transactions contemplated hereby.herein. The party responsible for a filing as set forth above shall promptly deliver to the other parties hereto evidence of the filing of all statements, applications, filings, registrations, notices and letters or notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other parties hereto a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such statement, application, filing, notice or registration (except for any confidential portions #297907 -29-

Regulatory Matters; Third Party Consents. (a) The Parties shall, and parties hereto shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, of all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated herebyTransactions. Without limiting the preceding sentence, including those set forth in Sections 7.01(c) - (e) the parties hereto shall file, as promptly as practicable after execution of this Agreementagreement, all notifications required under the HSR Act to consummate the Transactions. The parties shall promptly inform one another of any material communication from any Governmental Authority regarding any of the Transactions. If any such party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party in advance, an appropriate response in compliance with such request; provided that no Party will be obligated each party agrees not to make participate, or to permit its Affiliates to participate, in any unreasonable payments substantive meeting or offer discussion, either in person or grant any unreasonable accommodation in order to obtain the approvalsby telephone, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by with any Governmental Authority in connection with the consummation Transactions contemplated hereby unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Without limiting the foregoing, each party shall, subject to Applicable Law, (i) permit counsel for the other party to review in advance, and consider in good faith the views of the transactions contemplated hereby. The Parties hereto agree that they will keep other party in connection with, any proposed written communication to any Governmental Authority in connection with the Transactions, and (ii) provide counsel for the other Parties apprised party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party’s Affiliates to a Governmental Authority or received from such a Governmental Authority in a timely manner connection with the Transactions; provided that each party may withhold materials (x) containing discussion of or references to the valuation of the status of matters relating to completion businesses of the transactions contemplated herebyCompany and the Company Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. If any required Consent of any third party (excluding any Governmental Authority) is not obtained prior to the Closing, the parties hereto, each without cost, expense or liability to the other, shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended to the extent such alternative arrangement does not conflict with or violate Applicable Law.

Regulatory Matters; Third Party Consents. (a) The Parties parties to this Agreement shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable after the date hereof, hereof prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of by this Agreement; provided that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain Agreement and the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereofAncillary Agreements. The Parties parties hereto agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated herebyby this Agreement; provided that neither this Section 4.6(a) nor any other provision of this Agreement shall require Buyer or any of its Affiliates to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses (or otherwise take or commit to take any action that limits the freedom of action with respect to, or its ability to retain, any businesses, product lines, or assets). Each party hereto (the “Reviewing Party”) will have the right to review in advance, and the other party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement (provided that the Filing Party providing such information shall be entitled to redact any information in such filing or written materials which is reasonably likely to be confidential and/or commercially sensitive to such Filing Party and/or its Affiliates). The Parties parties hereto agree that they will keep the other Parties parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein. This Section 4.6(a) shall not apply to the obtaining of consents or approvals from or the sending of notices to Clients (or investors therein), which shall be governed exclusively by Section 4.2.

Regulatory Matters; Third Party Consents. (a) The Parties shallCompany and the Shareholders, on the one hand, and Parent, Bank and Merger Sub, on the other hand, shall cause their respective Affiliates to, cooperate with each other and use their all reasonable best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, of all third parties and Governmental Authorities that Entities which are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - by this Agreement (e) of this Agreement; provided it being understood that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices Shareholders shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of responsible for obtaining all such consentsapprovals, waivers and approvals consents from such parties with whom the Company is in contractual privity including all investment advisory clientele). If any required consent of or waiver by any third party (excluding any Governmental Authority and consents of clients under investment advisory agreements) is not obtained prior to the Closing, or if the assignment of any Company Contract (other than an investment advisory agreement) would be ineffective or would adversely affect any rights or benefits thereunder so that Parent would not in fact receive all such rights and benefits, the parties, each without cost, expense or liability to the other (except as provided in Article IX hereof), shall be made available cooperate in good faith to each Party for inspection promptly after receipt thereofseek, if possible, an alternative arrangement to achieve the economic results intended. Parent and the Shareholders will have the right to review in advance, and copies will consult with the other on, in each case subject to Applicable Laws relating to the exchange of such notices shall be information, all the information relating to Parent or the Company, as the case may be, and any of their respective, Affiliates, which appear in any filing made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy with, or written materials submitted to, any conditions third, party or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyby this Agreement.

Regulatory Matters; Third Party Consents. (a) The Parties parties to this Agreement shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable after the date hereof, hereof prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of by this Agreement; provided that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain Agreement and the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereofAncillary Agreements. The Parties parties hereto agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated herebyby this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company Group) shall be required, in connection with the matters covered by this Section 4.6, (i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) to commence or defend any litigation, (iii) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (iv) to agree to any limitation on the operation or conduct of their or the Company’s or any member of the Company Group’s respective businesses or (v) to waive any of the conditions set forth in Article V of this Agreement. The Parties parties hereto will have the right to review in advance, and will consult with the other parties on, all the information relating to Seller, Buyer, the Company Group or any of their Affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will keep the other Parties parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein. Each of the parties hereto agrees that none of the information regarding it or any of its Affiliates supplied or to be supplied by it or to be supplied on its behalf specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. This Section 4.6(a) shall not apply to the obtaining of Client consents, which shall be governed exclusively by Section 4.2.

Regulatory Matters; Third Party Consents. (a) The Parties shall, and parties to this Agreement shall cause their respective Affiliates to, cooperate with each other and use their all reasonable best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, Consents of all third parties and Governmental Authorities set forth in Schedule 3.6 or that are necessary or advisable to timely consummate the transactions contemplated herebyTransactions; provided, including those set forth in Sections 7.01(chowever, that (i) - (e) of this Agreement; provided that notwithstanding anything herein to the contrary, no Party will party shall be obligated required to make any unreasonable payments or offer or grant any unreasonable accommodation in order payment to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such any Consent from a third party consents, waivers, approvals (other than a Governmental Authority) and notices (ii) neither the Company nor any Controlled Affiliate shall be agree orally or in writing and to any material amendments to any Material Contract, to any material concessions in form and substance reasonably satisfactory any commercial arrangements or to any material loss of rights (whether to have effect prior to or after the Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Authority without obtaining the prior written consent of Buyers. If any required Consent of any third party (excluding any Governmental Authority) is not obtained prior to the PartiesClosing, the parties hereto, each without cost, expense or liability to the other (except as provided in Article VII hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. Subject to Applicable Law and any applicable confidentiality restrictions, Buyers and their counsel, on the one hand, and executed originals of such consentsSeller Parent and Seller and their counsel, waivers on the other hand, shall have the right to review (in advance to the extent practicable) any information relating to Buyers or Seller Parent and approvals shall be Seller, as the case may be, that appear in any filing made available to each Party for inspection promptly after receipt thereofwith, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by written materials submitted to, any Governmental Authority in connection with the consummation Transactions (other than any filing or information related to the approval referred to in Section 6.2(d)), provided that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any such information provided to any Governmental Authority on a confidential basis in connection with the Transactions. Notwithstanding the foregoing, subject to Applicable Law, with respect to any information relating to or written materials relating to antitrust matters submitted to any Governmental Authority in connection with the Transaction, Buyers and their counsel, on the one hand, and Seller Parent and Seller and their counsel, on the other hand, shall have their views considered in good faith by the other party and provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party to a Governmental Authority or received from such Governmental Authority in connection with the Transactions. The parties may also, as each deems reasonably necessary, designate any competitively sensitive material provided to the other under this Section 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the transactions contemplated hereby. The Parties hereto agree that they recipient and will keep the other Parties apprised in a timely manner not be disclosed by such outside counsel to employees, officers, or directors of the status of matters relating to completion recipient unless express permission is obtained in advance from the source of the transactions contemplated herebymaterials or its legal counsel.

Regulatory Matters; Third Party Consents. (a) The Parties shall, Buyer and each Seller shall cause their respective Affiliates to, cooperate with each other and use their reasonable respective best efforts promptly to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations Permits of, all third parties and Governmental Authorities that which are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of by this Agreement; provided that no Party will be obligated , including, without limitation, any filings under the HSR Act. Buyer shall pay all fees relating to make the filing of the notification and report form pursuant to the HSR Act. Buyer and Sellers shall have the right to review in advance, and shall consult with the other on, in each case subject to any unreasonable payments laws relating to the exchange of information, all the information relating to Sellers, Transferred Company or offer Buyer, as the case may be, and any of their respective Affiliates, which appear in any filing made with, or grant written materials submitted to, any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated herebyby this Agreement. The Parties parties hereto agree that they will consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party shall keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application. In exercising the foregoing rights and obligations, Buyer and Sellers shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) The Parties shall, and parties hereto shall cause their respective Affiliates to, cooperate with each other and use their respective reasonable best efforts to as promptly as practicable after the date hereof, prepare and file, or cause to be prepared and filed, file all necessary documentation documentation, to effect all applications, notices, petitions and filings withfilings, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers approvals and authorizations of, of all third parties and Governmental Authorities that Entities which are necessary or advisable to timely consummate the transactions contemplated herebyby this Agreement (including the Merger and the Bank Merger), including those set forth in Sections 7.01(cand to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities, it being agreed that, within thirty (30) - (e) of this Agreementdays after the date hereof, the parties will file any application, notice or report required to be filed by such party with any Governmental Entity with respect to a Requisite Regulatory Approval; provided that no Party this Section 6.1(a) shall not govern the parties’ respective obligations regarding the FDIC Consents, FDIC Non-Objections, GSE Consents and GSE Non-Objections. Each of the parties hereto shall have the right to review in advance, and, STRICTLY CONFIDENTIAL EXECUTION to the extent practicable, each will be obligated consult the other on, in each case subject to make applicable Laws relating to the exchange of information, all the non-confidential information relating to Oxygen or Carbon, as the case may be, and any unreasonable payments of their respective Subsidiaries, which appear in any filing made with, or offer or grant written materials submitted to, any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the transactions contemplated herebyparties hereto shall act reasonably and as promptly as practicable. The Parties parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herebyherein, including promptly furnishing the other with copies of any material notices or other communications received by such party or, to the Knowledge of such party, its Representatives from any third party and/or Governmental Entity with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. Each of the parties shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers, and shareholders (or members) and such other matters as may be reasonably necessary or advisable in connection with any filing, notice, statement or application made by or on behalf of Carbon, Oxygen or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Regulatory Matters; Third Party Consents. (a) The Parties shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable after the date hereof, hereof prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby, including those set forth in Sections 7.01(c) - (e) of this Agreement; provided that no Party will be obligated to make any unreasonable payments or offer or grant any unreasonable accommodation in order to obtain the approvals, consents, waivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated hereby. Each Party hereto (the “Reviewing Party”) will have the right to review in advance, and the other Party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any Governmental Authority in connection with the transactions contemplated hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated hereby.