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

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file all necessary documentation with, and to obtain as promptly as practicable all Permits of, all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, any filings under the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other on, in each case subject to any laws relating to the exchange of information, all the information relating to Seller, any Transferred Company and any Subsidiary of a Transferred Company or Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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 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, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. 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 the filing of 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 Seller shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From Seller, Buyer, AMG, the date hereof through Company, its Subsidiary, the Closing DatePartnership, Buyer the Managers and the Management Corporations shall cooperate (and Seller shall cooperate cause the Company and its Subsidiary to cooperate) with each other and use their respective commercially all reasonable efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or considered advisable by either Seller or Buyer to consummate the transactions contemplated by this Agreement, including, without limitation, any filings under Agreement (it being understood that Seller and/or the HSR Act or Company shall be responsible for communications with parties with whom the Company is in connection with the underwriting by First Re or contractual privity including all investment advisory clientele). Seller and Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall will have the right to review in advance, and shall will consult with the other others on, in each case subject to any laws Applicable Laws relating to the exchange of information, all the information relating to Seller, any Transferred Company and any Subsidiary of a Transferred Company the Company, its Subsidiary, or Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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, provided, however, that nothing contained herein shall be deemed to provide any party with a right to review any information provided to any Governmental Authority on a confidential basis in connection the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such a filing as set forth above shall promptly deliver to the other party parties evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Seller and Buyer and Seller shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file (on a confidential basis if reasonably requested by the other parties) all necessary documentation withdocumentation, to effect (on a confidential basis if reasonably requested by the other parties) all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, including any filings filing to be made under the HSR Act Act, which filings shall be made as promptly as reasonably practicable, and requests for required consents under the Contracts. Buyer and the Symphony Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the underwriting consummation of the transactions contemplated by First Re 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 Buyer Material Adverse Effect or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. a material adverse effect on Buyer and Seller shall its Subsidiaries, taken as a whole. Each party to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws relating to the exchange of informationparties with respect to, all the information relating to SellerBuyer or the Company, any Transferred Company and any Subsidiary of a Transferred Company its Subsidiaries or Buyerthe Non-Registered Funds, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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; provided, however, that the foregoing shall not apply to any confidential filing of the Symphony Parties, the Company, the Company's Subsidiaries, the Non-Registered Funds or Buyer or any of Buyer's Subsidiaries made in the ordinary course of business. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other parties hereto apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. 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 the filing of 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 Seller shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially all reasonable efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, Consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (it being understood that the Company and the Sellers shall be responsible only for using all reasonable efforts to obtain all such approvals, includingwaivers and Consents from such parties with whom the Company is in contractual privity (including all Clients) and that such efforts shall not require action that in the Company's judgment could have an adverse impact on client relationships. If any required Consent of or waiver by any third party (excluding any Governmental Authority) is not obtained prior to the Closing, the parties hereto, each without limitationcost, any filings under expense or liability to the HSR Act or other (except as provided in connection with Article VII hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homesteadeconomic results intended. Buyer and Seller shall The parties to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of information, all of the information relating to SellerBuyer, any Transferred Company and any Subsidiary of a Transferred Buyer Parent, the Company or Buyerthe Sellers, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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, 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 on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, Consents, approvals and authorizations of all third parties and Governmental Authorities Authority necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such a filing as set forth above shall promptly deliver or make available to the other party parties hereto evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver or make available 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 Seller shall act reasonably and as promptly as practicable.other

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Sellers and Buyer and Seller shall cooperate with each other and use their respective commercially reasonable efforts to promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, any filings under the HSR Act or in connection with the underwriting by First Re or . Sellers and Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other on, in each case subject to any laws applicable Laws relating to the exchange of information, all the information relating to SellerSellers, any Transferred Company the Companies and any Subsidiary of a Transferred Company their Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller)Affiliates, which appear 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, provided, however, that nothing contained herein shall be deemed to provide any Party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will Parties shall consult with each other with respect to the obtaining of all Permits Permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party Party shall keep the other Parties apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party Party responsible for any such a filing as set forth above shall promptly deliver to the other party Parties evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party Party responsible for a filing shall also promptly deliver to the other party Parties a copy of each material notice, order, opinion and other item of correspondence received by such filing party Party from any Governmental Authority in respect of any such applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller the Parties shall act reasonably and as promptly as practicable. Without limiting the generality of the foregoing, within fifteen (15) Business Days after the date hereof, Buyer shall make Form A filings with the insurance departments of the States of Michigan, New Jersey, Indiana, Florida, New York and, if applicable, California and Illinois with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. Sellers shall furnish Buyer with such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep Sellers fully apprised of its actions with respect to all filings and submissions and shall provide Sellers with copies of such Form A filings and other filings or submissions. Sellers and Buyer shall, upon request, furnish each other with all information concerning themselves, their Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Buyer, the Companies, the Subsidiaries or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). Sellers and Buyer shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such Party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. Further Assurances. Each of the Parties shall execute such documents and other papers and perform such further acts, as expeditiously as possible, as may be reasonably required to carry out the provisions hereof and the transactions contemplated hereby. Each such Party shall, on or prior to the Closing Date, use all reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Article IX below). Sellers acknowledge and agree that, from and after the Closing, Buyer shall be entitled to possession of all documents, books, records (including Tax Records), agreements, and financial data of any sort relating to each Company and its Subsidiaries.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement. If any required consent of or waiver by any third party (excluding any Governmental Authority) is not obtained prior to the Closing, including, without limitation, any filings under or if the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates assignment of any policies of insurance Contract would be ineffective or reinsurance previously underwritten by Homesteadwould 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 VI hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. Buyer and Seller shall The parties to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of information, all the information relating to SellerBuyer, any Transferred Company and any Subsidiary of a Transferred the Company or Buyerthe Shareholders, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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; 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 on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Buyer, the Company and Seller the Shareholders shall each act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file (on a confidential basis if requested by any of the other parties and permitted under Applicable Law) all necessary documentation withdocumentation, to effect (on a confidential basis if requested by any of the other parties and permitted under Applicable Law) all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitationincluding but not limited to, any filings to be made under the HSR Act which filings shall be made within 30 days of the date of this Agreement, and requests for required consents under the Contracts. Buyer agrees to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the underwriting consummation of the transactions contemplated by First Re this Agreement, other than those conditions or requirements which, individually or in the aggregate, are likely to have an adverse effect on the Company, Buyer and/or their Affiliates. If any required consent of or waiver by any of Buyer's Affiliates third party (excluding any Governmental Authority) is not obtained prior to the Closing, or if the assignment of any policies of insurance Contract would be ineffective or reinsurance previously underwritten by Homesteadwould 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, shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. Buyer and Seller shall The parties to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of informationinformation and confidentiality, all the information relating to SellerBuyer, any Transferred Company and any Subsidiary of a Transferred Company Seller or Buyerthe Company, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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 AgreementAgreement (except for any confidential portions thereof). The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for a filing as set forth above shall, if requested to do so by any such filing shall other party, promptly deliver to the other party parties hereto evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller each of the parties hereto shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From During the date hereof through Interim Period, subject to the Closing Dateterms and conditions herein provided, each of Buyer and Seller shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file all necessary documentation with, and to obtain as promptly as practicable all Permits of, all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions (except where a different efforts standard is specifically contemplated by this Agreement, includingin which case, without limitationsuch different standard shall apply) to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions (including the satisfaction, but not waiver, of the conditions precedent set forth in Article 7). Each of Buyer and Seller shall use reasonable best efforts to promptly obtain consents of all Governmental Authorities necessary to consummate the Transactions. Each of Buyer and Seller shall ensure that filings pursuant to the HSR Act and all other filings required by Applicable Law with respect to the Transactions are submitted promptly (and, in any event, within ten (10) Business Days after the date hereof for a filing pursuant to the HSR Act and within twenty (20) Business Days after the date hereof for all other filings, if any, required by Applicable Law) after the date of this Agreement (and, absent the prior written consent of the other Party, not withdraw any such filings) and shall resubmit any such filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority. Buyer and Seller shall deliver as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or other Applicable Law. Without limiting the foregoing, none of Buyer, Seller or their respective Affiliates shall extend any waiting period or comparable period under the HSR Act or other Competition Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Party hereto. All filing fees incurred in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other on, in each case subject to any laws relating to the exchange of information, all the information relating to Seller, any Transferred Company HSR Act and any Subsidiary of a Transferred Company or other Competition Laws shall be borne by Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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 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, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. 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 the filing of 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 Seller shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement ---------------------------------------- shall cooperate with each other and use their respective commercially all reasonable efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents and Permits of, all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (it being understood that the Companies and the Sellers shall be responsible only for using commercially reasonable efforts to obtain all such approvals, includingwaivers and Consents from such parties with whom the Companies are in contractual privity). If any required Consent of or waiver by any third party (excluding any Governmental Authority and excluding any Consent required to be obtained from a Client) is not obtained prior to the Closing, the Parties hereto, each without limitationcost, expense or liability to any filings under other Party, shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homesteadeconomic results intended. Buyer and Seller shall The parties to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of information, all of the information relating to SellerPurchaser, any Transferred Company and any Subsidiary of a Transferred Company the Companies or Buyerthe Sellers, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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; 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 on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, Consents, approvals and authorizations of all third parties and Governmental Authorities Authority necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other apprised others appraised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such a filing as set forth above shall promptly deliver or make available to the other party parties hereto evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver or make available to the other party 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Purchaser, the Companies and Seller the Sellers shall each act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, any filings under the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of information, all the information relating to Seller, any Transferred the Company and any Subsidiary of a Transferred Company its Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller)Affiliates, which appear 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, provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. 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 theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement. If any required consent of or waiver by any third party (excluding any Governmental Authority) is not obtained prior to the Closing, including, without limitation, any filings under or if the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates assignment of any policies of insurance Contract would be ineffective or reinsurance previously underwritten by Homesteadwould adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such material 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 reasonably possible, an alternative arrangement to achieve the economic results intended. Buyer and Seller shall The parties to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws relating to the exchange of information, all the information relating to SellerBuyer, any Transferred Company and any Subsidiary of a Transferred Company the Companies or Buyerthe Shareholder, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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; 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 on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Buyer, the Companies and Seller the Shareholder shall each act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file (on a confidential basis if reasonably requested by the other parties) all necessary documentation withdocumentation, to effect (on a confidential basis if reasonably requested by the other parties) all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all Governmental Authorities, third parties and Governmental Authorities other Persons which are necessary or advisable to consummate the Merger, the Stock Purchase and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including, without limitation, including any filings filing to be made under the HSR Act or Act, which filings shall be made as promptly as reasonably practicable (and, in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates case of any policies initial filing to be made under the HSR Act, no later than ten (10) Business Days after the date of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advancethis Agreement), and shall consult with requests for required consents under the Contracts. The parties agree to request early termination of the waiting period under the HSR Act. Parent, on the one hand, and the Company Group, on the other onhand, in each case subject agree to take all reasonable steps necessary to satisfy any laws relating to the exchange of information, all the information relating to Seller, any Transferred Company and any Subsidiary of a Transferred Company conditions or Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear in any filing made with, or written materials submitted to, any third party or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated by 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 Parent Material Adverse Effect or a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, or materially adversely affect the economic benefit of the transactions expected to be received by Parent hereby. Notwithstanding the foregoing or any provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of the business of Parent, KMV Corporation, the Company or any of their respective Subsidiaries, or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to restrain or prohibit the consummation of the Merger or the Stock Purchase; (2) seeking to prohibit or limit in any respect the ownership or operation by KMV Corporation, the Company, Parent or any of their respective Affiliates of a material portion of the Company Assets or the Company Business, or to require any such Person to dispose of or hold separate any portion of the Company Assets or the Company Business as a result of the Merger or the Stock Purchase; or (3) seeking to prohibit Parent or any of its Affiliates from effectively controlling in any respect all or any portion of the Company Assets or the Company Business. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all Governmental Authorities, third parties and Governmental Authorities other Persons necessary or advisable to consummate the Merger, the Stock Purchase and the other transactions contemplated by this Agreement, including, without limitation, Agreement and the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Ancillary Agreements and each party shall will keep the other parties hereto apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations herein and notifications relating thereto, and the filing of 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 Seller shall act reasonably and as promptly as practicabletherein.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and Seller The parties to this Agreement shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement. If any required consent of or waiver by any third party (excluding any Governmental Authority) is not obtained prior to the Closing, including, without limitation, any filings under or if the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates assignment of any policies of insurance Contract would be ineffective or reinsurance previously underwritten by Homesteadwould 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 VI hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. Buyer and Seller shall The parties to this Agreement will have the right to review in advance, and shall will consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of information, all the information relating to SellerBuyer, any Transferred Company and any Subsidiary of a Transferred the Company or Buyerthe Beneficial Owners, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller), which appear 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; 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 on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. The party responsible for any such a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, filings, registrations and notifications relating theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Buyer, the Company and Seller the Beneficial Owners shall each act reasonably and as promptly as practicable.

Regulatory Matters; Third Party Consents. (a) From the date hereof through the Closing Date, Buyer and ---------------------------------------- Seller shall cooperate with each other and use their respective commercially reasonable best efforts promptly to prepare and file all necessary documentation withdocumentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits ofpermits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, any filings under the HSR Act or in connection with the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other on, in each case subject to any laws Applicable Laws relating to the exchange of information, all the information relating to Seller, any Transferred the Company and any Subsidiary of a Transferred Company the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates (other than any stockholder of Seller)Affiliates, which appear 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, provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, Agreement and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead. 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 theretothereto (except for any confidential portions thereof), and the filing of any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). 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 applicationapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and as promptly as practicable.