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

Regulatory Matters; Third Party Consents. (a) During the Interim Period, subject to the terms and conditions herein provided, each of Buyer and Seller shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such 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 HSR Act and any other Competition Laws shall be borne by Buyer. (b) Each of Buyer and Seller shall (i) promptly notify the other Party of any written communication made to or received by Buyer or Seller, as the case may be, from any Governmental Authority relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions, and, if permitted by Applicable Law, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate such other Party’s (and any of its outside counsel’s) reasonable comments to such proposed written communication, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with such other Party in advance and, to the extent permitted by such Governmental Authority, gives such other Party the opportunity to attend, and (iii) promptly furnish the other Party with copies of all correspondence, filings and written communications between it and its Affiliates and representatives, on the one hand, and such Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Transactions. (c) In the event any claim, action, suit, investigation or other proceeding (whether judicial or administrative) by any Governmental Authority or other Person is commenced which questions the validity or legality of, or otherwise challenges, the Transactions or seeks damages in connection therewith, Buyer and Seller shall reasonably cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other Order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions. (d) Buyer and Seller shall reasonably cooperate with each other and their respective representatives in obtaining any other consents and approvals that may be required in connection with the Transactions; provided that pursuing consents or approvals with respect to Advisory Agreements shall be governed by Section 6.2. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or any of its Affiliates (including, prior to the Closing, any of the Acquired Companies) or Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) to make, or to cause to be made, any payment to any third Person in order to obtain the consent or approval of such third Person under any Material Contract. (e) Subject to compliance of the Parties with their respective obligations in this Section 6.5 and (with respect to any consents or approvals with respect to Advisory Agreements) Section 6.2, Buyer, on the one hand, and Seller, on the other hand, shall not have any liability whatsoever to the other Party to the extent arising out of or relating to the failure to obtain any such consents or approvals or make any such filings, or because of the termination of, or default under, any Contract (except, with respect to the Advisory Agreements, in connection with any amounts taken into account for determining any Client Consent Adjustment Amount or any Consent True-Up Payment Amount), in each case to the extent such consents, approvals, filings, or Contracts are listed on Section 3.2(b) of the Seller Disclosure Schedule, Section 3.3(c) of the Seller Disclosure Schedule or Section 4.2(c) of the Seller Disclosure Schedule, or are otherwise expressly referenced in Section 3.2(b), Section 3.3, Section 4.2, Section 5.2(b) or Section 5.3.

Regulatory Matters; Third Party Consents. (a) During The parties to this Agreement shall cooperate with each other and use their commercially reasonable efforts promptly to prepare and file (on a confidential basis if reasonably requested by the Interim Periodother parties) all necessary documentation, subject to effect (on a confidential basis if reasonably requested by the terms other parties) all applications, notices, petitions and conditions herein providedfilings, each of Buyer and Seller shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all action and to doobtain as promptly as practicable all permits, or cause to be doneconsents, approvals, waivers and authorizations of all things reasonably necessaryGovernmental Authorities, proper third parties and other Persons which are necessary or advisable to consummate the Merger, the Stock Purchase and make effective the other transactions contemplated by this Agreement and the Ancillary Agreements, including any filing to be made under the HSR Act, which filings shall be made as promptly as reasonably 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 the case of any eventinitial filing to be made under the HSR Act, within no later than 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 (andAgreement), absent and requests for required consents under the prior written consent Contracts. The parties agree to request early termination 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 heretoAct. All filing fees incurred in connection with the HSR Act and any other Competition Laws shall be borne by Buyer. (b) Each of Buyer and Seller shall (i) promptly notify the other Party of any written communication made to or received by Buyer or Seller, as the case may be, from any Governmental Authority relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions, and, if permitted by Applicable Law, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate such other Party’s (and any of its outside counsel’s) reasonable comments to such proposed written communication, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with such other Party in advance and, to the extent permitted by such Governmental Authority, gives such other Party the opportunity to attend, and (iii) promptly furnish the other Party with copies of all correspondence, filings and written communications between it and its Affiliates and representativesParent, on the one hand, and such Governmental Authority or its respective staffthe Company Group, on the other hand, 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 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 this Agreement and to, any assets (whether tangible or intangible) or any portion of the Transactions. business of Parent, KMV Corporation, the Company or any of their respective Subsidiaries, or (cB) In the event litigate any suit, claim, action, suit, investigation or other proceeding (proceeding, whether judicial or administrative, (1) by any Governmental Authority challenging or other Person is commenced which questions the validity seeking to restrain or legality of, or otherwise challenges, the Transactions or seeks damages in connection therewith, Buyer and Seller shall reasonably cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other Order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to prohibit the consummation of the Transactions. Merger or the Stock Purchase; (d2) Buyer and Seller shall reasonably cooperate with each other and seeking to prohibit or limit in any respect the ownership or operation by KMV Corporation, the Company, Parent or any of their respective representatives in obtaining Affiliates of a material portion of the Company Assets or the Company Business, or to require any other consents and approvals that may be required in connection with such Person to dispose of or hold separate any portion of the TransactionsCompany Assets or the Company Business as a result of the Merger or the Stock Purchase; provided that pursuing consents or approvals with respect (3) seeking to Advisory Agreements shall be governed by Section 6.2. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller prohibit Parent or any of its Affiliates (including, prior to the Closing, from effectively controlling in any respect all or any portion of the Acquired Companies) Company Assets or Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) Company Business. The parties to make, or to cause to be made, any payment to any third Person in order to obtain the consent or approval of such third Person under any Material Contract. (e) Subject to compliance of the Parties this Agreement agree that they will consult with their respective obligations in this Section 6.5 and (with respect to any consents or approvals with respect to Advisory Agreements) Section 6.2, Buyer, on the one hand, and Seller, on the each other hand, shall not have any liability whatsoever to the other Party to the extent arising out of or relating to the failure to obtain any such consents or approvals or make any such filings, or because of the termination of, or default under, any Contract (except, with respect to the Advisory Agreementsobtaining of all permits, in connection with any amounts taken into account for determining any Client Consent Adjustment Amount or any Consent True-Up Payment Amount), in each case to the extent such consents, approvalsapprovals and authorizations of all Governmental Authorities, filingsthird parties and other Persons necessary or advisable to consummate the Merger, or Contracts are listed on Section 3.2(b) the Stock Purchase and the other transactions contemplated by this Agreement and the Ancillary Agreements and each party will keep the other parties hereto apprised of the Seller Disclosure Schedule, Section 3.3(c) status of matters relating to completion of the Seller Disclosure Schedule transactions contemplated herein and therein. (b) The parties to this Agreement shall promptly advise each other party hereto upon receiving any communication from any Governmental Authority whose consent or Section 4.2(c) approval is required for consummation of the Seller Disclosure Schedule, transactions contemplated by this Agreement or are otherwise expressly referenced in Section 3.2(b), Section 3.3, Section 4.2, Section 5.2(b) or Section 5.3the Ancillary Agreements.

Regulatory Matters; Third Party Consents. (a) During the Interim Period, subject to the terms and conditions herein provided, each of Buyer and Seller the Company shall, and shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreementcause their Subsidiaries to, in which case, such 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, satisfaction of the conditions precedent set forth in Article 76). Each of Buyer , including preparing and Seller shall use reasonable best efforts filing as promptly as practicable all documentation to effect all necessary or advisable notices, reports and other filings and to obtain as promptly obtain consents of as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authorities necessary Authority or third party to consummate the Transactions. Each Transactions (including the Requisite Regulatory Approvals) and to comply with the terms and conditions of Buyer all such consents, registrations, approvals, permits and Seller shall ensure authorizations; provided that filings pursuant to the HSR Act and all other filings required by Applicable Law pursuing consents or approvals with respect to Advisory Agreements shall be governed by Section 5.3. Without limiting the Transactions are submitted promptly (generality of the foregoing, Buyer and, in any eventif applicable, the Company, shall within ten (10) Business Days after the date hereof for file a filing pursuant to pre-merger notification and report form under the HSR Act and (requesting early termination of the waiting period with respect to the Transactions) and, shall, within twenty (20) Business Days after the date hereof for hereof, make all other filings, if any, required by filings pursuant to any other Applicable Law. (b) after the date of this Agreement (and, absent Neither Buyer nor its Subsidiaries may withdraw any filings without the prior written consent of the Company, and neither of Buyer nor its Subsidiaries shall extend any waiting period or comparable period under the HSR Act or other PartyApplicable Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, not withdraw any such filings) and shall resubmit any such filings as soon as is reasonably practicable in except with the prior written consent of the Company. In the event such any filings made in connection herewith are rejected for any reason whatsoever by the relevant Governmental Authority, each Party shall cure the reason for such rejection and resubmit any filings as soon as is reasonably practicable. Buyer and Seller the Company 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 In addition to the foregoing, none of Buyer, Seller or their respective Affiliates shall extend any waiting period or comparable period under Buyer agrees to take 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 actions set forth on Section 5.6 of the other Party hereto. All filing fees incurred in connection with the HSR Act and any other Competition Laws shall be borne by BuyerBuyer Disclosure Schedule. (bc) Each of Buyer and Seller the Company shall (i) promptly notify the other Party Parties of any written communication made to or received by Buyer or Sellerthe Company, as the case may be, from any Governmental Authority relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions, and, if permitted by Applicable LawLaw and reasonably practicable, permit the other Party Parties hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate such other Party’s Parties’ (and any of its outside counsel’s) reasonable comments to such proposed written communication, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with such other Party Parties in advance and, to the extent permitted by such Governmental Authority, gives such other Party Parties the opportunity to attend, and (iii) promptly furnish the other Party Parties with copies of all correspondence, filings and written communications between it and its Affiliates and representatives, on the one hand, and such Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Transactions. Transactions (cprovided, however, that such materials (or any other information or materials provided to or received by any party under this Section 5.6) In the event any claim, action, suit, investigation may be redacted as necessary to address reasonable attorney-client or other proceeding (whether judicial privilege or administrativeconfidentiality concerns, to the extent that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine and provided, further, that no party shall have any obligation to provide to any other party the HSR Act filing or Item 4(c) and Item 4(d) documents in connection with the HSR Act filing, and that the parties may, as each deems advisable, reasonably designate any material or information provided to or received by any party under this Section 5.6 as “outside counsel only material”). To the extent permitted by Applicable Law, the Parties shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or other Person approval is commenced which questions the validity or legality of, or otherwise challenges, the Transactions or seeks damages in connection therewith, Buyer and Seller shall reasonably cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other Order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the required for consummation of the TransactionsTransactions that 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. (d) During the Interim Period, Buyer shall not, and Seller shall reasonably cooperate with each other and their respective representatives in obtaining cause its Subsidiaries to not, directly or indirectly, enter or agree to enter into any agreement to acquire, whether by merger, consolidation, business combination, the purchase of assets or equity or otherwise, any business or Person, or take any other consents and approvals that may action, if such transaction or other action could reasonably be required expected to delay or impede the consummation of the Transactions in connection with the Transactions; provided that pursuing consents or approvals with respect to Advisory Agreements shall be governed by Section 6.2. any material respect. (e) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller the Company or any of its Affiliates (including, prior to the Closing, including any of the Acquired Companies) or Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) to make, or to cause to be made, any payment to any third Person in order to obtain the consent or approval of such third Person under any Material Contract. (ef) Subject to compliance of the Parties with their respective obligations in this Section 6.5 and (with respect to any consents or approvals with respect to Advisory Agreements) Section 6.2, Buyer, on the one hand, and Seller, on the other hand, shall not have any liability whatsoever to the other Party to the extent arising out of or relating to the failure to obtain any such consents or approvals or make any such filings, or because of the termination of, or default under, any Contract (except, with respect to the Advisory Agreements, All filing fees incurred in connection with the HSR Act or paid to any amounts taken into account for determining any Client Consent Adjustment Amount or any Consent True-Up Payment Amount), Governmental Authority in each case to connection with the extent such consents, approvals, filings, or Contracts are listed on Section 3.2(b) of the Seller Disclosure Schedule, Section 3.3(c) of the Seller Disclosure Schedule or Section 4.2(c) of the Seller Disclosure Schedule, or are otherwise expressly referenced in Section 3.2(b), Section 3.3, Section 4.2, Section 5.2(b) or Section 5.3Transactions shall be borne by Buyer.

Regulatory Matters; Third Party Consents. (a) During The parties to ---------------------------------------- this Agreement shall cooperate with each other and use their reasonable best efforts promptly to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the Interim Periodtransactions 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, or if the assignment of any Contract would be ineffective or would adversely affect any material (b) Commercial shall prepare and, subject to the terms review and conditions herein provided, each reasonable consent of Buyer and Seller shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such 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 Bancorp with respect to matters relating to Bancorp or any Bancorp Subsidiary, file with 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 SEC as soon as is reasonably practicable the Registration Statement (or the equivalent in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authorityform of preliminary proxy material). Buyer and Seller The parties hereto 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 use 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 HSR Act and any other Competition Laws shall be borne by Buyer. (b) Each of Buyer and Seller shall reasonable best efforts (i) promptly notify to cause the other Party of any written communication made Registration Statement to or received by Buyer or Seller, as the case may be, from any Governmental Authority relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of the Transactions, and, if permitted by Applicable Law, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate such other Party’s (and any of its outside counsel’s) reasonable comments to such proposed written communicationbecome effective, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry relating to Competition Law (or any other filings made pursuant to Section 6.5(a)) and regarding this Agreement or any of maintain the Transactions unless, to effectiveness thereof through the extent reasonably practicable, it consults with such other Party in advance and, to the extent permitted by such Governmental Authority, gives such other Party the opportunity to attendEffective Time, and (iii) promptly furnish to the extent any such party becomes aware of any information contained or omitted from the Registration Statement which makes any material statement contained therein false or misleading, to file the information necessary to make such statements in the Registration Statement not false or misleading. Commercial also shall take such other Party reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with copies the issuance of Commercial Common Stock under the Registration Statement as contemplated hereby. Commercial and Bancorp shall use their respective reasonable best efforts to mail at the earliest practicable date to Commercial shareholders and Bancorp shareholders, respectively, a Proxy Statement, which shall include all correspondenceinformation required under Applicable Law to be furnished to Commercial shareholders and Bancorp shareholders, filings respectively, in connection with the Merger and written communications between it the transactions contemplated hereby and its Affiliates shall include the recommendation of the Commercial Board and representativesof the Bancorp Board in favor of the Merger, on the one hand, and such Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Transactionstransactions contemplated hereby; provided, however, that the Bancorp Board -------- ------- shall not be required to make such recommendation if it reasonably determines in good faith not to so recommend based upon the advice of counsel, which counsel either is Xxxxxxx, Spidi, Sloane & Xxxxx, P.C. or is otherwise reasonably acceptable to Commercial, to the effect that to so recommend would constitute a violation of the Board's fiduciary duties under Applicable Law. (c) In Each party to this Agreement shall, upon request, promptly furnish each other with all information concerning themselves, Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement (including the event any claimRegistration Statement), actionfiling, suitnotice or application made by or on behalf of Commercial, investigation the Bank, Bancorp, the Company or other proceeding (whether judicial or administrative) by the Bancorp Subsidiaries to any Governmental Authority or other Person is commenced which questions the validity or legality of, or otherwise challenges, the Transactions or seeks damages in connection therewith, Buyer and Seller shall reasonably cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other Order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to with the consummation of the Transactionstransactions contemplated by this Agreement. (d) Buyer and Seller The parties to this Agreement shall reasonably cooperate with promptly advise each other and their respective representatives in obtaining upon receiving any other consents and approvals that may be required in connection with the Transactions; provided that pursuing consents or approvals with respect to Advisory Agreements shall be governed by Section 6.2. Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate Seller or communication from any of its Affiliates (including, prior to the Closing, any of the Acquired Companies) or Buyer or any of its Affiliates (including, after the Closing, the Acquired Companies) to make, or to cause to be made, any payment to any third Person in order to obtain the Governmental Authority whose consent or approval of such third Person under any Material Contract. (e) Subject to compliance is required for consummation of the Parties with their respective obligations in transactions contemplated by this Section 6.5 and (with respect Agreement which causes such party to believe that there is a reasonable likelihood that any consents requisite regulatory approval will not be obtained or approvals with respect to Advisory Agreements) Section 6.2, Buyer, on that the one hand, and Seller, on the other hand, shall not have any liability whatsoever to the other Party to the extent arising out receipt of or relating to the failure to obtain any such consents or approvals or make any such filings, or because of the termination of, or default under, any Contract (except, with respect to the Advisory Agreements, in connection with any amounts taken into account for determining any Client Consent Adjustment Amount or any Consent True-Up Payment Amount), in each case to the extent such consents, approvals, filings, or Contracts are listed on Section 3.2(b) of the Seller Disclosure Schedule, Section 3.3(c) of the Seller Disclosure Schedule or Section 4.2(c) of the Seller Disclosure Schedule, or are otherwise expressly referenced in Section 3.2(b), Section 3.3, Section 4.2, Section 5.2(b) or Section 5.3approval will be materially delayed.