Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. (a) EPI and its Subsidiaries 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 EPI or any Subsidiary to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with MC Global and MCI 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 MC Global and MCI to consummate the transactions contemplated hereby. EPI will provide prompt notification to MC Global 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 MC Global 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. (b) Each of MC Global and MCI 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI 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.

Regulatory and Other Approvals. Purchaser will (a) EPI and its Subsidiaries 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 at the earliest commercially practicable dates, 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 EPI or any Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Seller to consummate the transactions contemplated herebyhereby and by the Operative Agreements. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser will provide prompt notification to MC Global Seller when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. Purchaser will (a) EPI and its Subsidiaries 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 at the earliest commercially practicable dates 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 EPI or any Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 3.03 of the Disclosure Schedule and Purchaser Required Regulatory Approvals or for Purchaser to own, operate or maintain, on and after the Closing , the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Seller in obtaining Seller Required Regulatory Approvals and all other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Seller to consummate the transactions contemplated herebyhereby and by the Operative Agreements. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to Section 5.01, Purchaser agrees to provide copies of such filings to Seller. Nothing in this Agreement shall require Purchaser to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Purchaser Required Regulatory Approvals. Purchaser will provide prompt notification to MC Global Seller when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. Seller will (a) EPI and its Subsidiaries 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 Authorities, and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of EPI or any Subsidiary Seller, in each case, to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 2.03 of the Disclosure Schedule and Seller Required Regulatory Approvals, or for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation (i) to Purchaser in obtaining all Purchaser Required Regulatory Approvals and other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements and (ii) to Purchaser, and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 4.01, Seller agrees to provide copies of such filings to Purchaser. Nothing in this Agreement shall require Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Seller Required Regulatory Approvals. Seller will provide prompt notification to MC Global Purchaser when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global Purchaser of any communications (and, unless precluded by LawLaw or Order, 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. (a) EPI and its Subsidiaries Seller will (ia)(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 (including Final Orders) or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities provided that the Final Order(s) of the WUTC approving the transaction and the terms and conditions of each of the Operative Agreements and the respective regulatory treatment of any and all financial impacts thereof in each case shall be in form and substance satisfactory to Seller in its reasonable discretion and (ii) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions, and give all notices to, any other Person required of EPI or any Subsidiary Seller, in each case, to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 2.03 of the Disclosure Schedule and Seller Required Regulatory Approvals, or required for Purchaser to own, operate or maintain, on and after the Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation (i) to Purchaser in obtaining all Purchaser Required Regulatory Approvals and other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements and (ii) to Purchaser and Purchaser's potential lenders in connection with Purchaser Financing for the transactions contemplated by this Agreement. EPI Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 4.01, Seller agrees to provide copies of such filings to Purchaser. Nothing in this Agreement shall require Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Seller Required Regulatory Approvals. Seller will provide prompt notification to MC Global Purchaser when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global Purchaser of any communications (and, unless precluded by LawLaw or Order, 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. (b) Each of MC Global and MCI will (i) take all commercially reasonable steps necessary Agreement 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI 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 AgreementOperative Agreements.

Regulatory and Other Approvals. (a) EPI The Company and its Subsidiaries Parent will (i1) take all commercially reasonable actions necessary to file as soon as practicable, notifications under the HSR Act and the other Antitrust Laws with respect to the Merger, (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission or Antitrust Division of the Department of Justice pursuant to the HSR Act or from any other Governmental Entity pursuant to the other Antitrust Laws, and (3) request early termination of all applicable waiting periods. (b) The Company and Parent will take all commercially reasonable steps necessary or desirablenecessary, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to (1) solicit input from Governmental Entities and Educational Agencies regarding the process of obtaining Educational Agency and DOE approvals of the Merger, obtain all consentsEducational Agency and DOE approvals of the Merger, 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 EPI or any Subsidiary to consummate the transactions contemplated herebyEntities and Accrediting Bodies, (ii2) provide such other information and communications to such Governmental or Regulatory Authorities Entities and Accrediting Bodies or other Persons persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons Entities and Accrediting Bodies may reasonably request and (iii3) cooperate with MC Global obtain all Educational Agency and MCI as promptly as practicable in obtaining all consentsDOE approvals of the Merger, approvals or actions of, making make all filings with and giving give all notices to Governmental or Regulatory Authorities or other Persons Entities and Accrediting Bodies and obtaining all licenses required of MC Global and MCI to consummate the Merger and other transactions contemplated hereby. EPI Each Party will promptly and regularly advise the other Parties concerning the occurrence and status of any material discussions or other communications, whether oral or written, with any Educational Agency, other Governmental Entity or other third party with respect to any Educational Approval or other regulatory approval which must be obtained either prior to or after Closing in order for Parent and Merger Sub to operate the Schools and to participate in any Student Financial Assistance Programs, including the Title IV Programs (the "Consents"), including any difficulties or delays experienced in obtaining any Consent and of any conditions proposed, considered, or requested for any Consent. Parent will cooperate with the Company, and the Company shall cooperate with Parent, in their respective efforts to obtain any Consents, but neither party will be required (1) to make any expenditure or payment of funds or to give any other consideration in order to obtain any Consent other than fees or expenses incident to any applications as filings with respect thereto, or (2) to permit any adverse and unduly burdensome changes in, or the imposition of any adverse and unduly burdensome condition to, any Educational Approval as a condition to obtaining any Consent. Parent may contact any Educational Agency or Governmental Entity of the Company with respect to the proposed Merger after seven (7) business days after the date hereof, in order to allow the Company to inform its regulators of the proposed Merger, provided, however, that Parent shall make such contacts for the sole purpose of facilitating its receipt of any Consents. After that date, the Company and Parent will provide prompt notification advance notice to MC Global when allow the other Party and its agents and representatives to participate in any meetings or telephone calls initiated by such Party with any Educational Agency or Governmental Entity with regard to any Consent with respect to which the parties are experiencing any significant difficulty or delay in obtaining. Each Party will promptly advise the other of any telephone calls initiated by any Educational Agency or Governmental Entity with respect to any such consentConsent. The Company and Parent will submit to the other Party for prior review each filing proposed to be submitted to any Educational Agency or Governmental Entity regarding the proposed Merger; provided, approvalhowever, actionif the other Party does not respond to the Party requesting review of the filing within three (3) business days, filing or notice referred the Party requesting such review may presume that the other Party has approved and may proceed to in clause (i) above is obtained, taken, made or givensubmit such filing. The Company and Parent will use commercially reasonable efforts to ensure that their respective appropriate officers and employees shall be available to attend, as applicable, and will advise MC Global of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Entity may reasonably request, any scheduled hearings or Regulatory Authority or other Person regarding meetings in connection with obtaining any of the transactions contemplated by this AgreementConsent. (bc) Each of MC Global Subject to the terms and MCI conditions herein provided, the Company and Parent 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 efforts to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or required by any other Person required of MC Global and MCI contract to consummate the transactions contemplated hereby. (d) The Company and Parent shall use all commercially reasonable efforts to resolve such objections, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or givenif any, as applicable, and will advise EPI of any communications (and, unless precluded may be asserted by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws, but neither Party will be required (1) to make any expenditure or payment of funds or to give any other consideration in order to resolve any such objections other than fees or expenses incident to any applications as filings with respect thereto, or (2) to permit any adverse and unduly burdensome changes in, or the imposition of any adverse and unduly burdensome condition to resolving any such objections. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist any such action or proceedings and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction. Each of Parent and the Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the date of this Agreement. The obligations of Parent under this Section 6.12 with respect to the Antitrust Laws shall not require Parent to obtain or attempt to obtain any such waiver, permit, consent, approval or authorization if obtaining such waiver, permit, consent, approval or authorization would require disposition of any assets of Parent.

Regulatory and Other Approvals. (a) EPI The Company and its Subsidiaries Parent will (i1) take all reasonable actions necessary to file as soon as practicable, notifications under the HSR Act and the other Antitrust Laws, (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission or Antitrust Division of the Department of Justice pursuant to the HSR Act or from any other Governmental Entity pursuant to the other Antitrust Laws, and (3) request early termination of the applicable waiting period. (b) The Company will cooperate with Parent to 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 (1) solicit input from Governmental Entities and Accrediting Bodies regarding the process of obtaining regulatory, Accrediting Body and DOE approvals, obtain all consentsstate education regulatory body, approvals or actions ofAccrediting Body and DOE approvals, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person Entities and Accrediting Bodies, and obtain all licenses required of EPI or any Subsidiary the Company to consummate the Merger and other transactions contemplated hereby, including without limitation those described in the Company Disclosure Letter, (ii2) provide such other information and communications to such Governmental or Regulatory Authorities Entities and Accrediting Bodies or other Persons persons as MC Global or MCI Parent or such Governmental or Regulatory Authorities or other Persons Entities and Accrediting Bodies may reasonably request and (iii3) cooperate with MC Global obtain all state education regulatory body, Accrediting Body and MCI as promptly as practicable in obtaining all consents, approvals or actions ofDOE approvals, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons Entities and Accrediting Bodies and obtaining all licenses required of MC Global and MCI Parent to consummate the Merger and other transactions contemplated hereby. EPI The Company will provide prompt notification to MC Global Parent when any such consentstate education regulatory body, approval, action, filing Accrediting Body or notice DOE approval or license referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will promptly advise MC Global Parent of any communications (and, unless precluded by Law, and promptly provide copies of any such communications that are in writingwriting or filings) with any Governmental Entity or Regulatory Authority Accrediting Body regarding the Merger or other Person regarding any of the transactions contemplated by this Agreement. In addition: (1) Parent shall within ten (10) days from the date of this Agreement file a pre-acquisition application with DOE in order to obtain a written statement from DOE, to the satisfaction of Parent in its sole discretion, that the DOE does not see any impediment to issuing a "Temporary Program Participation Agreement" to AIU following the Closing, which agreement will prevent any interruption of Title IV Program funds from the DOE to AIU and will not include (A) unusual or burdensome conditions, including, but not limited to, any requirement to administer Title IV Program funds on a reimbursement or cash monitoring basis or to post a letter of credit or other financial security with the DOE in an amount which is reasonably expected by Parent to materially reduce the economic benefits that Parent or its Affiliates anticipated to receive in the Merger, or (B) any requirement that would impose restrictions or limitations in the activities of Parent or its Affiliates unrelated to the Company or its Schools (the "TPPA"); provided, however, that the filing deadline contained in this Section 6.12(b)(1) shall be contingent on the Company cooperating fully with Parent to provide all information and materials necessary for Parent timely to file such pre-acquisition application. (b2) Each The Company and Parent will promptly and regularly advise each other concerning the occurrence and status of MC Global any discussions or other communications, whether oral or written, with any state education regulating body, Accrediting Body or Governmental Entity or other third party with respect to any consent or the TPPA, including any difficulties or delays experienced in obtaining any consent, and MCI of any conditions proposed, considered, or requested by any consent or the TPPA. (3) Parent will cooperate fully with the Company in its efforts to obtain any consents and the TPPA, but Parent will not be required to (i) make any expenditure or payment of funds or (ii) permit any adverse changes in, or the imposition of any adverse condition to, any approval, license, or contract as a condition to obtaining any consent or the TPPA. Such cooperation shall include Parent's full cooperation in timely filing applications and other documents (including applications and other documents filed prior to the Closing) necessary to obtain any consent or the TPPA. (4) Parent will allow the Company agents and representatives to participate in any meetings or telephone calls with any state education regulatory body, Accrediting Body or Governmental Entity to discuss the status of any consent or the TPPA; provided, however, that the Company and its agents will confer in advance with Parent to agree on the issues to be discussed in such meeting or telephone call and will not introduce any issues that are not agreed to in advance and will not respond to any compliance issues first introduced in such meeting or telephone call by the state education regulatory body, Accrediting Body or Governmental Entity. (5) The Company will ensure that its appropriate officers and employees shall be available to attend, as any Governmental Entity may reasonably request, any scheduled hearings or meetings in connection with obtaining any consent or the TPPA. (c) Subject to the terms and conditions herein provided, the Company and Parent will 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 efforts to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or required by any other Person required of MC Global and MCI contract to consummate the transactions contemplated hereby. (d) The Company and Parent shall use all reasonable efforts to resolve such objections, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or givenif any, as applicable, and will advise EPI of any communications (and, unless precluded may be asserted by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceedings and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction. Each of Parent and the Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the date of this Agreement. The obligations of Parent under this Section 6.12 with respect to the Antitrust Laws shall not require Parent to obtain or attempt to obtain any such waiver, permit, consent, approval or authorization if obtaining such waiver, permit, consent, approval or authorization would require disposition of any assets of Parent.

Regulatory and Other Approvals. Purchaser will (a) EPI and its Subsidiaries 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 Authorities, Securities Regulatory Bodies or any other Person required of EPI or any Subsidiary Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedules 3.03 and 3.04 hereto, (iib) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons may reasonably request in connection therewith and (iiic) cooperate with MC Global and MCI as promptly as practicable provide reasonable cooperation to Sellers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities Authorities, Securities Regulatory Bodies or other Persons required of MC Global and MCI Sellers to consummate the transactions contemplated hereby. EPI Purchaser shall afford Sellers the right to review in advance, subject to any applicable laws relating to the exchange of information, all written information submitted to any Governmental or Regulatory Authorities, Securities Regulatory Bodies or other Persons in connection with the transactions contemplated by this Agreement. Purchaser will provide prompt notification to MC Global Sellers when any such consent, approval, action, filing or notice referred to in clause (ia) above is obtained, taken, made or given, as applicable, and will advise MC Global 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 Authority, Securities Regulatory Bodies or other Person regarding any of the transactions contemplated by this Agreement. (b) Each of MC Global and MCI 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI 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.

Regulatory and Other Approvals. Company and Parent shall make all necessary initial HSR filings as promptly as practicable but in no event more than five (a5) EPI business days following the execution of this Agreement. Subject to the terms and its Subsidiaries conditions of this Agreement, each of the Company and Parent will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsefforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable to practicable, (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental governmental or Regulatory Authorities regulatory authorities or any other Person public or private third parties required of EPI Parent or any Subsidiary the Company to consummate the transactions Merger and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental governmental or Regulatory Authorities or regulatory authorities as the other Persons as MC Global or MCI party or such Governmental governmental or Regulatory Authorities or other Persons regulatory authorities may reasonably request. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act and under any similar or comparable foreign antitrust statute or regulation, (y) request early termination with the Federal Trade Commission (the “FTC“) and comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the FTC or the Antitrust Division of the Department of Justice (the “Antitrust Division“) pursuant to the HSR Act or from similar or comparable foreign governmental authorities, and (iiiz) cooperate with MC Global the other party in connection with such party’s filings under the HSR Act and MCI as promptly as practicable comparable foreign statutes and in obtaining all consents, approvals or actions of, making all filings connection with and giving all notices to Governmental or Regulatory Authorities resolving any investigation or other Persons required of MC Global and MCI to consummate inquiry concerning the transactions Merger or the other matters contemplated herebyby this Agreement commenced by the FTC, the Antitrust Division, or state attorneys general or comparable foreign authorities. EPI will provide prompt notification to MC Global when any such consent, approval, action, filing or Each party shall give the other party reasonably prior notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise MC Global of any communications (andcommunication with or any proposed communication, unless precluded by Law, provide copies of any such communications that are in writing) understanding or agreement with any Governmental governmental or Regulatory Authority or other Person regarding any of regulatory authority with respect to the transactions contemplated by this Agreement. (b) Each . None of MC Global and MCI will (i) take all commercially reasonable steps necessary the parties shall independently participate in any meeting, or desirableengage in any substantive conversation, 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 MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as EPI or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI 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 EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI when any such consent, approval, action, filing governmental or notice referred to regulatory authority in clause (i) above is obtained, taken, made or given, as applicable, and will advise EPI respect of any communications (filings or inquiry without giving the other party prior notice of the meeting and, unless precluded prohibited by Lawsuch governmental or regulatory authority, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding the opportunity to attend and/or participate. Notwithstanding the foregoing, neither Parent nor any of the transactions contemplated by this Agreementits Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, assets or product lines or that otherwise could materially adversely affect Parent or its Affiliates.

Regulatory and Other Approvals. (a) EPI and its Subsidiaries will (i) take all commercially reasonable steps necessary or desirableFollowing entry of an Order of the U.S. Bankruptcy Court approving the Bidding Procedures, Sellers will, and proceed diligently and in good faith and use all commercially reasonable effortswill cause their respective Subsidiaries to, as promptly as practicable practicable, (i) use commercially reasonable efforts 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 EPI or any Subsidiary Sellers for Sellers and Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including those described in Section 2.05 of Sellers' Disclosure Schedule, provided, however, that Sellers and their Subsidiaries shall be under no obligation to provide any financial incentive to any Person for its grant of any consent or approval required to consummate the transactions contemplated hereby and by the Operative Agreements, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as MC Global or MCI or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iii) cooperate provide reasonable cooperation to Purchaser in connection with MC Global the performance of its obligations under Section 5.01. Sellers will, and MCI as promptly as practicable in obtaining all consentswill cause their respective Subsidiaries to, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of MC Global and MCI to consummate the transactions contemplated hereby. EPI will provide prompt notification to MC Global Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, applicable and will advise MC Global Purchaser of any communications (and, unless precluded by applicable 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 AgreementAgreement or any of the Operative Agreements. (b) Each In furtherance and not in limitation of MC Global the covenants of Sellers in Sections 4.01(a) and MCI will (i) take all 4.02, following the issuance by the U.S. Bankruptcy Court of an Order approving the Bidding Procedures Motion, Sellers shall, and shall cause their Subsidiaries to, use commercially reasonable steps necessary or desirableefforts to resolve such objections, and proceed diligently and in good faith and use all commercially reasonable effortsif any, as promptly as practicable may be asserted with respect to obtain all consents, approvals or actions of, to make all filings with and to give all notices to the transactions contemplated hereby made by any Governmental or Regulatory Authorities Authority. If any action or proceeding in any other Person required of MC Global and MCI to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities court or other Persons as EPI tribunal is instituted or such Governmental or Regulatory Authorities or other Persons may reasonably request and (iii) cooperate with EPI and its Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices threatened to Governmental or Regulatory Authorities or other Persons required of EPI or any Subsidiary to consummate the transactions contemplated hereby. MC Global will provide prompt notification to EPI 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 EPI of any communications (and, unless precluded be instituted by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding challenging any of the transactions contemplated hereby as violative of any Law, Sellers shall, and shall cause their Subsidiaries to, use commercially reasonable efforts to take such action (but not including (except as contemplated by this Agreementthe proviso to Section 6.05) holding separate or divesting or agreeing to hold separate or to divest any of the businesses, product lines or assets of Sellers or any of its Affiliates) as will(i) resolve any objections which any such Governmental or Regulatory Authority may have to such transactions, (ii) avoid the entry of, or effect the dissolution of, any injunction, temporary restraining Order or other Order which has, or will have, the effect of preventing or interfering with the consummation of any of the transactions contemplated hereby and (iii) obtain approval of the transactions contemplated hereby by any Governmental or Regulatory Authority.