Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best 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 the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor 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 Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall provide prompt notification to Investor 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 Investor 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.

Regulatory and Other Approvals. At all timesLove will, each of and will cause the Company and the Subsidiaries shall to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of Love, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSECTIONS 2.06 AND 2.07 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Love will provide prompt notification to Investor 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 Investor 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.

Regulatory and Other Approvals. At all times, The Company shall and shall cause each of the Company and the Subsidiaries shall Subsidiary to (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best 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 the Company or any Subsidiary to consummate the transactions contemplated hereby by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement, the Commitment Letter and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleCredit Agreement, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor the Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor the Purchaser 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 Investor the Purchaser to consummate the transactions contemplated hereby and by the Operative Agreementsthis Agreement, the By-Laws Amendment Transaction Documents, the Tender Offer Materials, the Merger Agreement, the Commitment Letter and the Charter AmendmentCredit Agreement. The Company shall will provide prompt notification to Investor the 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 Investor the Purchaser of any communications (and, unless precluded by Law, provide the Purchaser with 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, the Transaction Documents, the Tender Offer Materials, the Merger Agreement or any of the Operative AgreementsCredit Agreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSECTIONS 3.03 AND 3.04 OF THE DISCLOSURE SCHEDULE hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Sellers, the Company and the Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Sellers 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 Investor Sellers 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.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall The Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best effortsfaith, as promptly as practicable, practicable to 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 the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, Transaction Documents; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request; (c) cooperate with Investor the Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents; and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller 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 Investor a designated Seller 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Sellers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller 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 Investor a designated Seller 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all timesSeller will, each of and will cause the Company and the Subsidiaries shall Subsidiary to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of Seller, the Company or any the Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 2.06 and 2.6 2.07 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Seller will provide prompt notification to Investor 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 Investor 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 AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller 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 Investor a designated Seller 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will: (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, and (c) cooperate with Investor as Sellers and Will▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor to Sellers and/or Will▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor when Sellers and Will▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇n 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 Investor of Sellers and Will▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ 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.

Regulatory and Other Approvals. At all timesSeller will, each of the Company and the Subsidiaries shall will cause KAC or SLC to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of Seller or the Company or any Subsidiary Businesses to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.06(c) and 2.6 2.07 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor 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 Investor 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.

Regulatory and Other Approvals. At all timesThe Company will, each of and will cause the Company and the Subsidiaries shall to, (ai) take all commercially reasonable steps necessary or desirable steps ▇▇▇▇▇ able, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by the Operative Transaction Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) cooperate with Investor the Investors as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor the Investors to consummate the transactions contemplated hereby and by the Operative Transaction Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall will provide prompt notification to Investor the Investors 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 Investor the Investors 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 Transaction Agreements.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 and 2.6 of the Disclosure Scheduleon Schedule 3.9.2, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Omnicom and OmniSub in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Omnicom or OmniSub to consummate the transactions contemplated hereby hereby, including without limitation complying, if necessary, with the Workers Adjustment and by the Operative Agreements, the ByRetraining Notification Act (P.L. 100-Laws Amendment and the Charter Amendment379). The Company shall will provide prompt notification to Investor Omnicom 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 Investor Omnicom of any communications (and, unless precluded by Lawlaw, 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 AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company Sellers and the Subsidiaries shall Will▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇l (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company either Deck▇▇, ▇▇n Houten or any Subsidiary to Will▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Sellers will provide prompt notification to Investor 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 Investor 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.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) 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 the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Parent's expense, cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent 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 Investor notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each Each of the Company Seller and the Subsidiaries shall Parent will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Seller to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSECTIONS 2.03 AND 2.04 OF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Seller will provide prompt notification to Investor 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 Investor 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.

Regulatory and Other Approvals. At all times, each Each of the Company Owners, ▇▇▇▇▇▇▇▇▇ and the Subsidiaries shall Company will (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best 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 and other Person Persons required of such Owner, ▇▇▇▇▇▇▇▇▇ or the Company or any Subsidiary (as the case may be) to consummate the transactions contemplated hereby and by the Operative Agreements, including those required in connection with the Contribution and the Restructuring Transactions and those described in Sections SECTIONS 2.5 and AND 2.6 of the Disclosure ScheduleOF THE DISCLOSURE SCHEDULE, (b) provide such other information and communications to such Governmental or Regulatory Authorities or and other Persons as any Investor or any such Governmental or Regulatory Authorities Authority or other Persons Person may reasonably request and (c) cooperate with each Investor 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 and other Persons required of such Investor to consummate the transactions contemplated hereby and by the Operative Agreements, . ▇▇▇▇▇▇▇▇▇ or the By-Laws Amendment and the Charter Amendment. The Company shall will provide prompt notification to each Investor 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 each Investor of any communications (and, unless precluded by Law, provide each Investor with 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.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (ai) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Agreements to which it is a party, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) cooperate with Investor 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, to Governmental or Regulatory Authorities or other Persons required of Investor the Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Agreements to which it is a party. The Company shall Purchaser will provide prompt notification to Investor the Company 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 Investor the Company 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 AgreementsTransaction Agreements to which it is a party.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all ------------------------------ commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Schedules 4.03 and 2.6 of the Disclosure Schedule4.05, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor Sellers, the Company and the Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Sellers, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Sellers 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 Investor Sellers 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.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser, DVIHA and DVIMF to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedulehereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor JGW & Co., the Stockholders or the Partners or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor JGW & Co., the Stockholders and the Partners as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor JGW & Co., the Stockholders or the Partners to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Purchaser will provide prompt notification to Investor the Stockholders and the Partners 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 Investor the Stockholders and the Partners 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 AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall The Sellers will (a) take all necessary or desirable steps use reasonable best efforts and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company Sellers, or any Subsidiary Company to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Sections 2.5 and 2.6 of the Disclosure ScheduleSchedule 5.03, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) use reasonable best efforts to cooperate with Investor as promptly as practicable the Buyers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Buyers to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenthereby. The Company shall Sellers will provide prompt notification to Investor the Buyers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, or when notice or indication of any delay or denial is first obtained, as applicable, and will advise Investor Buyers 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 AgreementsAgreement.

Regulatory and Other Approvals. At all timesThe Company will, each of the Company and will cause the Subsidiaries shall to, as promptly as practicable (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to 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 the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including those described stockholder approval of the items set forth in Sections 2.5 4.08 and 2.6 of the Disclosure Schedule4.09 hereof, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor as promptly as practicable Purchasers in obtaining all consents, approvals or actions of, making all filings connection with and giving all notices to, Governmental or Regulatory Authorities or other Persons required the performance of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendmenttheir obligations under Section 5.01. The Company shall will provide prompt notification to Investor 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 Investor 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 AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) 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 the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Parent’s expense, cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent 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 Investor notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the The Company will (and will cause the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best effortsto), as promptly as practicablepracticable following the date hereof, (a) use its or their reasonable best efforts to obtain all consents, approvals approvals, authorizations or actions of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary the Subsidiaries (other than those arising out of or related to the conversions pursuant to Section 2.05) to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including those described in Sections 2.5 obtaining the consents, approvals, authorizations and 2.6 of actions, making the Disclosure Schedulefilings and giving the notices required under applicable consumer lending and insurance Laws (to the extent such consents, approvals, actions, filings or notices are required to be obtained, made or given prior to the Second Closing under applicable Law), (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons and take all such other actions, as Investor or such Governmental or Regulatory Authorities or other Persons they may reasonably request or require in connection therewith and (c) cooperate with Investor 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 Investor provide reasonable cooperation to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment Purchaser and the Charter AmendmentPurchaser LLC’s in connection with the performance of their obligations under Section 6.01(a). The Company shall will provide prompt notification to Investor Purchaser when any such consent, approval, authorization, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor 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 AgreementsAgreement.

Regulatory and Other Approvals. At all timesPurchaser will as promptly as practicable, each of the Company at its sole cost and the Subsidiaries shall expense: (a) take all commercially reasonable steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals approvals, actions, orders or actions authorizations of, to or make all registrations, declarations or filings with and to give all notices to, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Ancillary Agreements, excluding the licensing of Affiliates or institutional equity owners of Purchaser (who, based on the advice of counsel to Purchaser, should not be required by Governmental or Regulatory Authorities to be licensed or otherwise be subject to regulatory inquiry), but including those described in Sections 2.5 without limitation, promptly but no more than ten (10) days after the later to occur of (1) the Effective Date, or (2) the date on which the applicable Seller provide to Purchaser all information, documentation, plans and 2.6 other items that are required under applicable Law to be submitted by such Seller, file any and all applications with the Division of the Disclosure SchedulePari-Mutuel Wagering (jointly, with Seller, if necessary) that may be necessary or reasonably required of Purchaser to obtain all Gaming License Approvals; (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and in connection therewith; and (c) cooperate provide reasonable cooperation to Seller in connection with Investor as promptly as practicable in obtaining all consentsthe performance of its obligations under Section 4.01(a) and Section 4.02 above. (d) Purchaser will provide, approvals or actions ofcause to be provided, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Investor to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall provide prompt notification to Investor Seller when any such consent, approval, action, order, authorization, registration, declaration, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Investor Seller 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 AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries Merger Sub shall (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person person (including under the HSR Act) required of the Company or any Subsidiary Merger Sub to consummate the transactions contemplated hereby by this Agreement and by the Operative Ancillary Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as Investor or such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith, and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation and support to HEI, HEA, the Company, ChipPAC Korea and ChipPAC Shanghai in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons persons required of Investor HEI, HEA, the Company, ChipPAC Korea or ChipPAC Shanghai to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment this Agreement and the Charter AmendmentAncillary Agreements. The Company Merger Sub shall provide prompt notification to Investor HEI and HEA when any such consent, approval, action, filing or notice referred to in clause (a) above of this Section 6.1 is obtained, taken, made or given, as applicable, and will shall advise Investor HEI and HEA of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person person regarding any of the transactions contemplated by this Agreement or any of the Operative Ancillary Agreements.

Regulatory and Other Approvals. At all timesFrom the date hereof through the Closing Date, each the Seller Parties and the Company shall, and shall cause the Subsidiaries of the Company and the Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best all 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, each Governmental or Regulatory Authorities Authority or any other Person required of such Seller Party, the Company or any such Subsidiary (as the case may be) to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to each such Governmental or Regulatory Authorities Authority or other Persons Person as Investor the Purchaser or such Governmental or Regulatory Authorities Authority or other Persons Person may reasonably request and (c) cooperate with Investor as promptly as practicable the Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, each Governmental or Regulatory Authorities Authority or other Persons Person required of Investor the Purchaser to consummate the transactions contemplated hereby and or by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Seller Parties or the Company shall will provide prompt notification to Investor the 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 Investor the 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all timesPrior to Closing, each of Seller will, and will cause the Company and the its Subsidiaries shall to, (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best commercially reasonable efforts, as promptly as practicable, to (i) obtain all consents, approvals or actions authorizations of, to make all filings with and to give all notices to, to all Governmental or Regulatory Authorities or any other Person required of Seller, the Company or any Subsidiary of the Company to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and operate their business immediately after the Closing in the same manner as operated prior to the Closing, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (cii) cooperate with Investor as promptly as practicable maintain all Material Contracts and Permits in obtaining all consents, approvals or actions of, making all filings with full force and giving all notices to, Governmental or Regulatory Authorities or other Persons required effect upon and immediately after the consummation of Investor to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, the By-Laws Amendment and the Charter Amendment(b) cooperate with Purchaser as promptly as practicable in obtaining such consents, approvals or authorizations or, making such filings with and giving such notices. The Company shall Prior to Closing, Seller will provide prompt notification to Investor Purchaser when any such consent, approval, actionauthorization, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will periodically advise Investor 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall (a) Purchaser will take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreementshereby, including without limitation those described in Schedules 3.3 and 3.4 hereto and Sections 2.5 6.5, 6.6, 6.7, 7.5, and 2.6 of the Disclosure Schedule7.6, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request of Purchaser in connection therewith and (c) cooperate with Investor Sellers and the Companies as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Sellers or any of the Companies to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Sellers 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 Investor Sellers 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.

Regulatory and Other Approvals. At all times, each of Shareholders and the Company will, and Shareholders will cause the Subsidiaries shall Company to, (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of Shareholders or the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 2.05 and 2.6 2.06 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent, Merger Sub or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Parent and Merger Sub as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent and Merger Sub to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment hereby. Shareholders and the Charter Amendment. The Company shall will provide prompt notification to Investor Parent and Merger Sub 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 Investor Parent and Merger Sub 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.

Regulatory and Other Approvals. At all times, The Company shall and shall cause each of the Company and the Subsidiaries shall Subsidiary to (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best 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 and other Person Persons required of the Company or any Subsidiary to consummate the transactions contemplated hereby by this Agreement, the Transaction Documents, the Stock Purchase Agreement and by the Operative Financing Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or and other Persons as Investor any Purchaser or any such Governmental or Regulatory Authorities or and other Persons Person may reasonably request and (c) cooperate with Investor each Purchaser 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 and other Persons required of Investor such Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment this Agreement and the Charter AmendmentTransaction Documents. The Company shall provide prompt notification to Investor each 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 Investor each Purchaser of any communications (and, unless precluded by Law, provide each Purchaser with 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, the Transaction Documents, the Stock Purchase Agreement or any of the Operative Financing Agreements.

Regulatory and Other Approvals. At all times, each of the The Company and the Subsidiaries shall will (a) take all commercially reasonably steps necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to (i) 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 the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents, including those described and (ii) maintain all material Contracts and Permits in Sections 2.5 full force and 2.6 effect (subject to the terms of this Agreement) upon the consummation of the Disclosure Scheduletransactions contemplated hereby and by the Transaction Documents, (b) provide such other reasonable information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) at Parent’s expense, cooperate with Investor Parent as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Parent to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter AmendmentTransaction Documents. The Company shall will provide prompt notification to Investor Parent 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 Investor notify Parent of any communications (and, unless precluded by LawLaw or by third-party agreement, 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 AgreementsTransaction Documents.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 3.03 and 2.6 3.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Investor as promptly as practicable provide reasonable cooperation to Seller, KAC and SLC in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller, KAC, SLC or the Businesses to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller 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 Investor Seller 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.

Regulatory and Other Approvals. At all timesPrior to the Closing Date, the Stockholders and the Partners will and will cause each of the Company and the Subsidiaries shall Purchased Entities to (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company Stockholders or the Partners or any Subsidiary of the Purchased Entities to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure Schedulehereby, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Purchaser, DVIHA and DVIMF or such Governmental or Regulatory Authorities or other Persons may reasonably request in order to consummate the transactions contemplated hereby and (c) cooperate with Investor Purchaser, DVIHA and DVIMF as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Purchaser, DVIHA and DVIMF to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment hereby. The Stockholders and the Charter Amendment. The Company shall Partners will and will cause each of the Purchased Entities to provide prompt notification to Investor 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 Investor 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 AgreementsAgreement.

Regulatory and Other Approvals. At all times, each of the Company Parent and the Subsidiaries shall Merger Sub will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company Parent or any Subsidiary Merger Sub to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Schedules 3.04 and 2.6 of the Disclosure Schedule3.05 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor Shareholders, the Company or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, and (c) cooperate with Investor Shareholders and the Company as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Shareholders or the Company to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment . Parent and the Charter Amendment. The Company shall Merger Sub will provide prompt notification to Investor Shareholders and the Company 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 Investor Shareholders and the Company 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.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including without limitation those described in Sections 2.5 Section 3.03(b) and 2.6 Section 3.04 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Investor Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative Agreements, the By-Laws Amendment and the Charter Amendment. The Company shall Purchaser will provide prompt notification to Investor Seller 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 Investor Seller 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.

Regulatory and Other Approvals. At all times, each of the Company and the Subsidiaries shall Purchaser will (a) take all commercially reasonable steps necessary or desirable steps desirable, and proceed diligently and in good faith and use its best 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, to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary Purchaser to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in Sections 2.5 and 2.6 of the Disclosure ScheduleTransaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Investor a designated Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and request, (c) cooperate with Investor Sellers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, to Governmental or Regulatory Authorities or other Persons required of Investor Seller to consummate the transactions contemplated hereby and by the Operative AgreementsTransaction Documents and (d) execute all documents, papers, forms, authorizations, declarations or oaths required of Purchaser to consummate the By-Laws Amendment transactions contemplated hereby and by the Charter AmendmentTransaction Documents. The Company shall Purchaser will provide prompt notification to Investor a designated Seller 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 Investor a designated Seller 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 29 by this Agreement or any of the Operative AgreementsTransaction Documents.