Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Such Seller will (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities required of such Seller to consummate the transactions contemplated hereby and by the Operative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities as such Governmental or Regulatory Authorities may reasonably request and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actions.

Regulatory and Other Approvals. Such Seller Subject to the terms and conditions of this Agreement, each of MAI and DHS will (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsto, as promptly as practicable to practicable, (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or Regulatory Authorities any other public or private third parties required of such Seller DHS, MAI or any of their respective Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental Authorities or Regulatory Authorities other public or private third parties as the other party or such Governmental Authorities or Regulatory Authorities other public or private third parties may reasonably request in connection therewith. In addition to and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable not in limitation of the foregoing, each of the parties will (i) take promptly all actions necessary to make any filings (if any) legally required of DHS and MAI or their respective Affiliates under the HSR Act as soon as practicable but in obtaining all no event later than thirty (30) days after the date hereof, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") pursuant to the HSR Act, and (iii) cooperate with the other party in connection with such party's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Without limiting the generality of the foregoing, DHS and MAI shall together, or pursuant to an allocation of responsibility to be agreed between them, coordinate and cooperate in determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or actions ofwaivers are required to be obtained from parties to any contracts, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority regarding any consummation of the transactions contemplated by this Agreement Agreement, and in seeking any such actions, consents, approvals or waivers or making any of the Operative Agreements. Notwithstanding anything such filings, furnishing information required in connection therewith and seeking timely to the contrary hereinobtain any such actions, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement consents, approvals or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionswaivers.

Regulatory and Other Approvals. Such From the Effective Date to the end of the Determination Period, save and except for the issues and matters disclosed, the Seller will, and will cause the Company and the Related Entity to, (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain or renew all requisite consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of such Seller Seller, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining or renewing all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser to implement the transactions contemplated hereby and by the Transaction Documents and (d) execute all necessary documents, papers, forms, authorizations, declarations or oaths required of Seller, the Company or the Related Entity to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsTransaction Documents. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such Seller Subject to the terms and ------------------------------ conditions of this Agreement, each of MAI and DHS will (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsto, as promptly as practicable to practicable, (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or Regulatory Authorities any other public or private third parties required of such Seller DHS, MAI or any of their respective Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental Authorities or Regulatory Authorities other public or private third parties as the other party or such Governmental Authorities or Regulatory Authorities other public or private third parties may reasonably request in connection therewith. In addition to and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable not in limitation of the foregoing, each of the parties will (i) take promptly all actions necessary to make any filings (if any) legally required of DHS and MAI or their respective Affiliates under the HSR Act as soon as practicable but in obtaining all no event later than thirty (30) days after the date hereof, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (iii) cooperate with the other party in connection with such party's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Without limiting the generality of the foregoing, DHS and MAI shall together, or pursuant to an allocation of responsibility to be agreed between them, coordinate and cooperate in determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or actions ofwaivers are required to be obtained from parties to any contracts, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority regarding any consummation of the transactions contemplated by this Agreement Agreement, and in seeking any such actions, consents, approvals or waivers or making any of the Operative Agreements. Notwithstanding anything such filings, furnishing information required in connection therewith and seeking timely to the contrary hereinobtain any such actions, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement consents, approvals or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionswaivers.

Regulatory and Other Approvals. Such Seller (i) Prior to the Closing, each of Holdings, the Company and their Subsidiaries will (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all their commercially reasonable efforts, as promptly as practicable practicable, to (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to to, Governmental or Regulatory Authorities or any other Person required of such Seller the Company or any Subsidiary as a result of the Transactions, including, without limitation, those described in Section 2F of the Disclosure Letter (provided that none of the Purchasers, Holdings, or the Company shall have any obligation to consummate make any filing under the transactions contemplated hereby and by HSR Act prior to the Operative Agreementsdate on which the Company is obligated under the Reorganization Plan to submit Plan Documents (as defined in the Reorganization Plan) to the Bankruptcy Court), (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in order Holdings, the Company and their Subsidiaries to obtain any such necessary consent, approval or action, and (c) use commercially reasonable efforts to cooperate with Purchaser the Purchasers as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to to, Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) or other Persons described in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller Section 3D. The Company will provide prompt notification to Purchaser Purchasers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any such consent, approval, action, filing or notice of the transactions Transactions. Nothing in this Agreement shall preclude Holdings, the Company and their Subsidiaries from terminating this Agreement pursuant to Section 9A or taking any other actions expressly permitted hereunder; provided that the fee payable pursuant to Section 9B is paid to the Purchasers if and to the extent contemplated by this Agreement Section 9B. (ii) Prior to the Closing, each of the Purchasers will proceed diligently and in good faith and use their commercially reasonable efforts, as promptly as practicable, to (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of such Purchaser to consummate the Operative Agreements. Notwithstanding anything to the contrary hereinTransactions, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c))including, including without limitation, providing those described in Section 3D, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as any required such Governmental or Regulatory Authorities or other Persons may reasonably request in order for such Purchaser to obtain any such necessary consent, approval or action, and (c) cooperate with Holdings, the Company and their Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices and disclosures to, Governmental or Regulatory Authorities or other Persons set forth in Section 2F of the Disclosure Letter. Nothing in this Section 4A shall preclude the Purchasers from terminating this Agreement pursuant to Governmental Authorities, obtaining Section 9A or taking any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsother actions expressly permitted hereunder.

Regulatory and Other Approvals. Such Seller The Sellers will, and will cause the Company, the PRC WFOE and each Related Entity to, (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of such Seller Sellers, the Company, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements Transaction Documents and (iid) in connection with execute all documents, papers, forms, authorizations, declarations or oaths required of Sellers, the transfer of Company, the PRC WFOE or any material Licenses, including Environmental PermitsRelated Entity to consummate the transactions contemplated hereby and by the Transaction Documents. Such Seller Sellers will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such From the date hereof until the Closing or the termination of this Agreement in accordance with Article 12, Seller will, or will cause the Selling Affiliates to, (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of such Seller or any Selling Affiliate to consummate the transactions contemplated hereby and by the Ancillary Agreements and the Operative Agreements, including without limitation those described in Sections 2.3 and 2.4 of the Disclosure Schedule, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) use commercially reasonable efforts to cooperate with Purchaser or the designated Purchasing Affiliates as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser or a Purchasing Affiliate to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsOperative Agreements. Such Seller will provide provide, and will cause the Selling Affiliates to provide, prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Ancillary Agreements or the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actions.

Regulatory and Other Approvals. Such Seller will (a) subject to clause (c) belowFrom and after the date hereof until the Closing, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and Buyer shall use all commercially reasonable effortsefforts to (i) execute such documents and other instruments and take such further actions as may be reasonably required or desirable to carry out the transactions contemplated hereby; (ii) take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated hereby and to cause the fulfillment at the earliest practicable date of all of the conditions to its obligations to consummate the Merger and the other transactions contemplated hereby; and (iii) obtain as promptly as possible all authorizations, consents, Orders and approvals or actions of, to make of all filings with and to give all notices to Governmental or Regulatory Authorities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Buyer shall cooperate fully with the Companies in promptly seeking to obtain all such authorizations, consents, Orders and approvals and shall not take any action that will have the effect of delaying, impairing or impeding the receipt of any required of such Seller to consummate the transactions contemplated hereby and by the Operative Agreements, approval. (b) use commercially reasonable efforts If, in order to provide such other information and communications properly prepare documents required to such be filed with a Governmental or Regulatory Authorities as such Governmental Authority or Regulatory Authorities may reasonably request and (c) use commercially reasonable efforts its financial statements, it is necessary that the Companies be furnished with additional information relating to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicableBuyer, and will advise Purchaser such information is in the possession of any communications (andBuyer, unless precluded by Law, provide copies of any then Buyer agrees to furnish such communications that are information in writing) with any Governmental Authority regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything a timely manner to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsCompanies.

Regulatory and Other Approvals. Such From the Effective Date to the end of the Earnout Period, the Sellers and the Ultimate Seller will, and will cause the Company, the PRC WFOE and the Related Entity to, (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of such Seller Sellers, the Company, the PRC WFOE or any Related Entity to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements Transaction Documents and (iid) in connection with execute all documents, papers, forms, authorizations, declarations or oaths required of Sellers, the transfer of Company, the PRC WFOE or any material Licenses, including Environmental PermitsRelated Entity to consummate the transactions contemplated hereby and by the Transaction Documents. Such Seller Sellers will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsTransaction Documents.

Regulatory and Other Approvals. Such Seller will (a) subject CCA will and will cause API to clause (ci) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as reasonably practicable to obtain obtain, in a timely, accurate and complete manner, all consents, approvals or actions of, to make all filings with and to give all notices to all Governmental Authorities or Regulatory Authorities any other Person required of such Seller CCA, API or any of their respective Subsidiaries to consummate the transactions contemplated hereby hereby, including, without limitation, the Stock Transfer Consent and by any other consents or approvals required of CCA or API from the Operative Authority pursuant to the Agecroft Agreements, (bii) use commercially reasonable efforts to provide such other information and communications to such Governmental Authorities or Regulatory Authorities other Persons as API 2 or such Governmental Authorities or Regulatory Authorities other Persons may reasonably request and (ciii) use commercially reasonable efforts to cooperate with Purchaser API 2 as promptly as is reasonably practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or Regulatory Authorities other Persons required of Purchaser API 2 to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permitshereby. Such Seller CCA will provide prompt notification to Purchaser API 2 when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Purchaser API 2 of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) ANTS will and will cause API 2 to (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as reasonably practicable to obtain, in a timely, accurate and complete manner, all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or any other Person required of API 2 to consummate the transactions contemplated hereby; including, but not limited to, those written undertakings required of ANTS and/or API 2 under Section 21.3(v) of the Direct Agreement as a condition precedent to the Stock Transfer Consent and any consents or approvals required of ANTS or API 2 from the Authority under the Agecroft Agreements or any other Person to the Deed of Novation, (ii) provide such other information and communications to such Governmental Authorities or other Persons as CCA, API or such Governmental Authorities or other Persons may reasonably request and (iii) cooperate with CCA and API as promptly as is reasonably practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or other Persons required of CCA or API to consummate the transactions contemplated hereby. API 2 will provide prompt notification to CCA when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise CCA of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the Operative Agreements. Notwithstanding anything to the contrary herein, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement or consummation of the transaction transactions contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsAgreement.

Regulatory and Other Approvals. Such Seller Subject to the terms and conditions of this Agreement, each of MAI and DHS will (a) subject to clause (c) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsto, as promptly as practicable to practicable, (a) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or Regulatory Authorities any other public or private third parties required of such Seller DHS, MAI or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby hereby, and by the Operative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental Authorities or Regulatory Authorities other public or private third parties as the other party or such Governmental Authorities or Regulatory Authorities other public or private third parties may reasonably request in connection therewith. In addition to and (c) use commercially reasonable efforts to cooperate with Purchaser as promptly as practicable not in limitation of the foregoing, each of the parties will (i) take promptly all actions necessary to make any filings (if any) legally required of DHS and MAI or their respective Affiliates under the HSR Act as soon as practicable but in obtaining all no event later than thirty (30) days after the date hereof, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") pursuant to the HSR Act, and (iii) cooperate with the other party in connection with such party's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Without limiting the generality of the foregoing, DHS and MAI shall together, or pursuant to an allocation of responsibility to be agreed between them, coordinate and cooperate in determining whether any action by or in respect of, or filing with, any Governmental Authorities is required, or any actions, consents, approvals or actions ofwaivers are required to be obtained from parties to any contracts, making all filings with and giving all notices to Governmental or Regulatory Authorities required of Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental Permits. Such Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority regarding any consummation of the transactions contemplated by this Agreement Agreement, and in seeking any such actions, consents, approvals or waivers or making any of the Operative Agreements. Notwithstanding anything such filings, furnishing information required in connection therewith and seeking timely to the contrary hereinobtain any such actions, Sellers shall be required to comply with all requirements of Environmental Laws that are required as a result of the execution of this Agreement consents, approvals or consummation of the transaction contemplated by this Agreement (other than those arising out of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionswaivers.

Regulatory and Other Approvals. Such Seller will (a) subject Shareholders, at their sole expense, will and will cause ▇▇▇▇▇ to clause (ci) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of such Seller Shareholders or ▇▇▇▇▇ to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.06 and 2.07 of the Disclosure Schedule, (bii) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Bancorp or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) use commercially reasonable efforts to cooperate with Purchaser Bancorp as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser Bancorp to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsAgreements. Such Seller Shareholders will provide prompt notification to Purchaser Bancorp when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Purchaser Bancorp of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. (b) Bancorp, at its sole expense, will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Bancorp to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Schedule 3.04 hereto, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Shareholders or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with Shareholders and ▇▇▇▇▇ as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Shareholders or ▇▇▇▇▇ to consummate the transactions contemplated hereby and by the Operative Agreements. Notwithstanding anything Bancorp will provide prompt notification to the contrary hereinShareholders when any such consent, Sellers shall be required approval, action, filing or notice referred to comply with all requirements in clause (i) above is obtained, taken, made or given, as applicable, and will advise Shareholders of Environmental Laws any communications (and, unless precluded by Law, provide copies of any such communications that are required as a result in writing) with any Governmental or Regulatory Authority or other Person regarding any of the execution of this Agreement or consummation of the transaction transactions contemplated by this Agreement (other than those arising out or any of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsOperative Agreements.

Regulatory and Other Approvals. Such Seller will (a) subject Sellers, at their sole expense (except as provided in Section 4.02), will and will cause the Company and its Subsidiaries to clause (ci) below, take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of such Seller Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.06 and 2.07 of the Disclosure Schedule, (bii) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchasers or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) use commercially reasonable efforts to cooperate with Purchaser Purchasers as promptly as practicable (i) in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Purchaser Purchasers to consummate the transactions contemplated hereby and by the Operative Agreements and (ii) in connection with the transfer of any material Licenses, including Environmental PermitsAgreements. Such Seller Sellers will provide prompt notification to Purchaser Purchasers when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Purchaser Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Operative Agreements. (b) Purchasers, at their sole expense, will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchasers to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Schedules 3.03 and 3.04 hereto, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with Sellers, the Company and its Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements. Notwithstanding anything Purchasers will provide prompt notification to the contrary hereinSellers when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise Sellers shall be required to comply with all requirements of Environmental Laws any communications (and, unless precluded by Law, provide copies of any such communications that are required as a result in writing) with any Governmental or Regulatory Authority or other Person regarding any of the execution of this Agreement or consummation of the transaction transactions contemplated by this Agreement (other than those arising out or any of the transfer of Environmental Permits which is covered by Section 6.01(c)), including without limitation, providing any required notices and disclosures to Governmental Authorities, obtaining any consents of Governmental Authorities and conducting any required environmental investigations or remedial actionsOperative Agreements.