Common use of Regulatory Approvals and Consents Clause in Contracts

Regulatory Approvals and Consents. (a) As soon as practicable, but in any event within 30 days, after the date hereof: (i) Each of Purchaser and Seller will make all necessary filings under the Hart-▇▇▇▇▇ ▇▇▇. Each party shall pay the expenses of preparing its own filing, and Purchaser shall pay the $45,000 filing fee. (ii) Purchaser shall file with the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller shall, and shall cause the Companies to, support such filing by Purchaser, so long as it is consistent with this Agreement, and Purchaser shall use its best efforts to obtain the approval of the Georgia Insurance Department for the changes in control. All costs and fees of making such filings shall be paid by Purchaser. (b) Seller and Purchaser shall promptly advise the other of all oral, and promptly provide each other with copies of all written, communications, requests, inquiries or other notifications received from any Governmental Authorities with respect to the transactions contemplated hereby. (c) Seller shall take all reasonable action required to obtain prior to Closing all consents with respect to the material agreements listed in Section 5.05(c) of the Seller Disclosure Memorandum. To the extent any such consent has not been obtained, Seller shall continue its efforts to obtain such consent after the Closing. In order, however, that the full value of every such material agreement may be realized by Purchaser, at Purchaser's request, direction and expense, Seller shall take all such action as shall be reasonably necessary or appropriate (i) in order to preserve for the benefit of Purchaser the rights and obligations of Seller under such agreements, and (ii) to facilitate the collection of any monies due and payable, or to become due and payable, to Seller pursuant to such agreements, and Seller shall remit such monies to Purchaser within five business days of collection. Purchaser shall be entitled to the benefits accruing after the Closing Date of any such agreements, and Purchaser, at its expense, shall perform all of Seller's obligations due to be performed under any such agreements to the extent (i) Purchaser can perform such obligations without violating the terms of such agreements, and (ii) Purchaser is being provided the benefits of such agreements. (d) Purchaser shall take all reasonable action required to obtain all consents and approvals listed in Section 5.05(d) of the Purchaser Disclosure Memorandum.

Regulatory Approvals and Consents. (a) As soon as practicable, but in any event within 30 days, after the date hereof: (i) Each of Purchaser and Seller will make all necessary filings under the Hart-▇▇▇▇▇ ▇▇▇. Each party shall pay the expenses of preparing its own filing, and Purchaser shall pay the $45,000 filing fee. (ii) Purchaser shall file with the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller Party shall, and shall cause the Companies its respective Affiliates to, support such filing by Purchaserprepare, so long as it soon as is consistent with practical following the date of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required under the HSR Act prior to the Closing Date. Each Party shall, and Purchaser shall use cause its best efforts respective Affiliates to, submit the required filings as soon as practicable after the date of this Agreement, but, with respect to obtain filings under the approval HSR Act, in no event later than ten (10) days after the date of this Agreement. The Parties shall, and shall cause their respective Affiliates to, request expedited treatment of any such filings, promptly make any appropriate or necessary subsequent or supplemental filings, and cooperate with one another in the Georgia Insurance Department for the changes in control. All costs and fees preparation of making such filings in such manner as is reasonably necessary and appropriate. The Parties shall consult with one another and shall agree in good faith upon the timing of such filings. Notwithstanding anything in this Agreement to the contrary, after consultation between outside antitrust counsel of B▇▇▇▇ and Seller, the determination of Buyer with respect to strategy shall be paid by Purchaserfinal; provided, that Buyer will incorporate Seller’s view and inputs regarding such strategy. (b) Subject to applicable confidentiality restrictions or restrictions required by law, Buyer and Seller will notify the other promptly upon the receipt by such Party or its Affiliates of (i) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant to this Section 7.5 or the transactions contemplated by this Agreement and Purchaser (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any laws of any Governmental Authority or answers to any questions, or the production of any documents, relating to an investigation of the transactions contemplated by this Agreement by any Governmental Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 7.5, each Party shall promptly advise inform the other Party of all oralsuch occurrence and cooperate in filing promptly with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, and promptly each Party shall provide each to the other with Party (or its advisors), upon request, copies of all writtencorrespondence between such Party and any Governmental Authority relating to the transactions contemplated by this Agreement or the other Transaction Documents. The Parties may, communicationsas they deem advisable and necessary, requestsdesignate any competitively sensitive materials provided to the others under this Section 7.5 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to any other Representatives of the recipient without the advance written consent of the Party providing such materials. In addition, inquiries to the extent reasonably practicable, all discussions, telephone calls and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include Representatives of both Buyer and Seller. Subject to applicable Law, the Parties shall consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement or the other Transaction Documents by or on behalf of any Party, subject, however, to B▇▇▇▇’s right to make the final determination on the strategy as to the foregoing, and to take the lead with respect to such appearances, presentations, memoranda, briefs, arguments, and proposals after incorporating Seller’s view and inputs. (c) Buyer shall, and shall cause its Affiliates to, exercise reasonable best efforts in order to consummate the transactions contemplated by this Agreement, to (i) obtain, prior to the Closing Date, all Consents of, or other notifications received from any permission or action by, and to give all notices to and make all filings with and applications and submissions to, Governmental Authorities or other Persons as are necessary for consummation of the transactions contemplated by this Agreement, (ii) secure the expiration or termination of any applicable waiting period from a Governmental Authority, (iii) defend all Proceedings challenging this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby and (iv) resolve any objections asserted with respect to the transactions contemplated hereby. by this Agreement and the other Transaction Documents raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, permanent or preliminary injunction, restraining order or other order of the type referred to in Section 8.1(c), including (cA) agreeing to and executing settlements, undertakings, consent decrees, stipulations, concessions or other agreements with any Governmental Authority, (B) selling, divesting, or otherwise conveying particular assets or categories of assets or businesses of Buyer or its Affiliates in the United States (but excluding the Purchased Assets and any assets or categories of assets or businesses of Buyer or its Affiliates located outside of the United States), (C) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of Buyer or its Affiliates in the United States contemporaneously with or subsequent to the Closing (but excluding the Purchased Assets and any assets or categories of assets or businesses of Buyer or its Affiliates located outside of the United States), and (D) permitting Seller shall take all reasonable action required to obtain sell, divest, or otherwise convey any particular assets or categories of assets or businesses (excluding the Purchased Assets) prior to Closing all consents the Closing. Buyer shall, and shall cause its Affiliates to, respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the material agreements listed transactions contemplated by this Agreement or the other Transaction Documents. Buyer shall not, and shall not allow any of its Affiliates to, take any action that would reasonably be expected to prevent, materially delay, impede or condition the receipt of any required approval from any Governmental Authority. Notwithstanding anything to the contrary in Section 5.05(cthis Agreement, in no event shall Buyer or any of their Affiliates be obligated in connection with the receipt of any Consent, approval, ruling or authorization from any Governmental Authority in connection with this Agreement, (x) to sell, divest, or otherwise convey any assets or categories of assets or business of Buyer or its Affiliates located outside of the Seller Disclosure Memorandum. To United States or (y) to agree to, or agree to not contest, any findings of any Governmental Authority, whether civil or criminal. (d) The foregoing shall not apply in any respect to CFIUS Clearance, including the extent any such consent has not been obtainedCFIUS Declaration and CFIUS Notice, which shall be governed exclusively by the provisions of Section 7.5(e). (e) Each of Buyer and Seller shall continue (and shall cause its efforts respective Affiliates to) prepare and submit to obtain such consent after CFIUS a CFIUS Declaration as promptly as possible, and in no event later than twenty (20) Business Days, following the Closingdate of this Agreement. In order, however, the event CFIUS requests that the full value of every such material agreement may be realized by PurchaserParties file a CFIUS Notice pursuant to 31 C.F.R. § 800.407(a)(1), at Purchaser's request, direction and expense, Seller the Parties shall take all such action as shall be reasonably necessary or appropriate (i) submit to CFIUS a draft CFIUS Notice as promptly as possible, and in order to preserve for no event later than thirty (30) Business Days after the benefit of Purchaser the rights and obligations of Seller under date CFIUS makes such agreementsrequest, and (ii) submit a formal CFIUS Notice pursuant to facilitate the collection DPA as soon as practicable or, if applicable, after receipt of any monies due comments to the draft CFIUS Notice. Each of the Parties shall provide any supplemental information and payableother related information requested by CFIUS pursuant to the DPA as soon as practicable and in any case within the time periods required by CFIUS; provided, that the Parties may agree to request an extension of time pursuant to the DPA to respond to CFIUS requests for information. Each of the Parties shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain CFIUS Clearance. In connection with the efforts to obtain CFIUS Clearance, each of the Parties shall (A) cooperate in all respects and consult with each other in connection with the CFIUS Declaration or CFIUS Notice, as applicable, including by allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (B) to the extent not prohibited by CFIUS, promptly inform each other of any communication received by any Party from, or given by any Party to, CFIUS, including by promptly providing copies to become due and payableeach other of any such written communications, (C) permit each other to Seller pursuant to such agreementsreview in advance any substantive communication that is given to, and Seller shall remit consult with each other in advance of any conference, meeting, or substantive telephone call with, CFIUS, and to the extent not prohibited by CFIUS, provide each other the opportunity to attend and participate in any conference, meeting, or substantive telephone call with CFIUS and (D) enter into such monies assurances or agreements requested or required by CFIUS or the President of the United States to Purchaser within five business days obtain CFIUS Clearance; provided, that neither Party nor any of collection. Purchaser its Affiliates shall be entitled required to the benefits accruing (1) take any action that would violate any applicable Law or (2) materially limit or restrict Buyer’s or any of its Affiliates’ ability after the Closing Date to retain the Purchased Assets or the Business (including by requiring Buyer or any of its Affiliates to enter into any such agreementsproxy, and Purchaservoting trust, at or other arrangements that vest rights of ownership or control in Persons who are independent of Buyer or any of its expenseAffiliates). For purposes of this Section 7.5(e), “reasonable best efforts” shall perform all of Seller's obligations due not be construed to be performed under require the Parties to enter into litigation to overturn or challenge any such agreements governmental determination or action with respect to the extent (i) Purchaser can perform such obligations without violating the terms of such agreements, and (ii) Purchaser is being provided the benefits of such agreementsDPA. (d) Purchaser shall take all reasonable action required to obtain all consents and approvals listed in Section 5.05(d) of the Purchaser Disclosure Memorandum.

Regulatory Approvals and Consents. (a) As soon as practicableSubject to the terms and conditions of this Agreement (including the limitations in Section 8.3(d)), but in any event within 30 dayseach of Parent and the Company will use its reasonable best efforts to take, after or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the date hereof: Contemplated Transactions, including (i) Each of Purchaser and Seller will make determining all necessary filings under or, in the Hart-▇▇▇▇▇ ▇▇▇. Each party shall pay reasonable judgment of Parent and the expenses Company, advisable filings, notices, petitions, clearances, statements, registrations, submissions of preparing its own filinginformation, applications and Purchaser shall pay other documents necessary to consummate the $45,000 filing fee. Contemplated Transactions (including from Governmental Authorities or third parties), (ii) Purchaser shall file with preparing and filing as promptly as practicable all documentation to effect such filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (iii) obtaining all approvals, consents, registrations, waivers, permits, authorizations, clearances, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller shall, and shall cause the Companies to, support such filing by Purchaser, so long as it is consistent with this Agreement, and Purchaser shall use its best efforts to obtain the approval of the Georgia Insurance Department for the changes in control. All costs and fees of making such filings shall be paid by PurchaserContemplated Transactions. (b) Seller In furtherance and Purchaser shall promptly advise not in limitation of the other foregoing, each of all oralParent and the Company will (i) make or prepare, or cause to be made or prepared, the documents, forms, filings or submissions required of such Party (or, in the reasonable judgment of Parent and promptly provide each other with copies of all writtenthe Company, communications, requests, inquiries or other notifications received from any Governmental Authorities filings that are advisable to be made by such Party) under the HSR Act with respect to the transactions contemplated herebyContemplated Transactions as promptly as practicable and in any event within 10 Business Days after the date of this Agreement, (ii) comply at the earliest practicable date with any “second request” for information or documents under the HSR Act received by such Party, (iii) act in good faith and reasonably cooperate with the other Party in connection with any such filings and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act and (iv) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other Party, which consent will not be unreasonably withheld, delayed or conditioned. The filing fees relating to any such filings under the HSR Act will be shared equally between Parent and the Company. (c) Seller shall take To the extent not prohibited by applicable Law, each of Parent and the Company will use its reasonable best efforts to furnish to the other Party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions or any other written materials made to or received from any applicable Governmental Authority; provided that materials may be redacted (i) to remove references concerning the valuation of Parent, the Company or any of their Subsidiaries, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable action required privilege or confidentiality concerns. Each of Parent and the Company will give the other Party reasonable and prompt prior notice of any communication with, and any proposed understanding, undertaking or Contract with, any Governmental Authority regarding any such filings or any such transaction, and keep the other party informed as to obtain prior to Closing all consents the status of any request, inquiry, objection, charge or other action, actual or threatened, by or before any Governmental Authority with respect to the material agreements listed Contemplated Transactions. Each of Parent and the Company will not independently participate in Section 5.05(c) of the Seller Disclosure Memorandum. To the extent any such consent has not been obtained, Seller shall continue its efforts to obtain such consent after the Closing. In order, however, that the full value of every such material agreement may be realized by Purchaser, at Purchaser's request, direction and expense, Seller shall take all such action as shall be reasonably necessary or appropriate (i) in order to preserve for the benefit of Purchaser the rights and obligations of Seller under such agreements, and (ii) to facilitate the collection of any monies due and payablesubstantive meeting, or to become due and payableengage in any substantive conversation, to Seller pursuant to such agreements, and Seller shall remit such monies to Purchaser within five business days of collection. Purchaser shall be entitled to the benefits accruing after the Closing Date with any Governmental Authority in respect of any such agreementsfilings, investigation or other inquiry without using reasonable best efforts to give such other Party prompt prior notice of the meeting or conversation and, unless prohibited by any such Governmental Authority or applicable Law, the opportunity to attend or participate in such meeting or conversation. The Parties will consult and cooperate with one another in advance of, and Purchaserconsider in good faith the views of the other Party in connection with any analyses, at its expenseappearances, shall perform all presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of Seller's obligations due any Party in connection with proceedings under or relating to be performed under the HSR Act, including consulting with each other in advance of any such agreements meeting or substantive communication with any Governmental Authority and, to the extent (i) Purchaser can perform permitted by such obligations without violating Governmental Authority, giving the terms of such agreementsother party the opportunity to attend and participate thereat. The Company will provide, and (ii) Purchaser is being provided will cause its Affiliates to provide, full and effective support to Parent in all material respects in all such communications and other discussions or actions to the benefits of such agreementsextent requested by Parent. (d) Purchaser shall Subject to the next sentence, each of Parent and the Company will use its reasonable best efforts to take all reasonable such action as may be required to obtain all cause the expiration of the notice periods under the HSR Act with respect to the Contemplated Transactions as promptly as practicable after the date of this Agreement and to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Contemplated Transactions under the HSR Act. Notwithstanding the foregoing, Parent and the Company acknowledge and agree that Parent’s obligation to use reasonable best efforts under this Agreement expressly excludes: (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (ii) agreeing to sell, divest or otherwise convey or hold separate any asset or business of Parent, the Company or any of their respective Subsidiaries, (iii) permitting the Company to sell, divest or otherwise convey or hold separate any assets or businesses of the Company or any of its Subsidiaries, (iv) terminating existing relationships, contractual rights or obligations of Parent, the Company or any of their respective Subsidiaries, (v) terminating any joint venture or other arrangement of Parent, the Company or any of their respective Subsidiaries, (vi) creating any relationship, contractual right or obligation of Parent, the Company or any of their respective Subsidiaries and (vii) effectuating any other change or restructuring of the Company or any of its Subsidiaries and, in the case of actions by or with respect to the Company or any of its Subsidiaries, by consenting to such action by the Company or such Subsidiary, in each case to the extent that taking the foregoing required actions, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the business, assets, financial condition, operations or results of operations of Parent and its Subsidiaries (including for this purpose the Company and its Subsidiaries), taken as a whole, after giving effect to the consummation of the Contemplated Transactions. (e) Subject to the limitations in Section 8.3(d), if any administrative or judicial Proceeding, including any Proceeding by a private party, is instituted (or threatened to be instituted) challenging any Contemplated Transaction as violative of any applicable antitrust, competition or foreign investment Law, each of the Company and Parent, at its own expense, will use its reasonable best efforts to contest and resist any such action or proceeding 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, restricts or delays the consummation of the Contemplated Transactions. (f) From the date of this Agreement through the earlier of the Closing Date and the termination of this Agreement in accordance with Section 10.1, Parent covenants and agrees that it will not, and that it will not cause or permit any of its Subsidiaries to, enter into any preliminary or definitive agreement, arrangement or understanding relating to, or otherwise consummate, any acquisition of stock or assets, merger, consolidation or other business combination, enter into any Contract, or form or agree to form of any joint venture or other collaborative business relationship, with or involving any Person, if in any such case such agreement, arrangement, understanding, Contract, transaction or relationship would be reasonably likely to prevent or delay the expiration of the notice period under the HSR Act with respect to the Contemplated Transactions or otherwise adversely affect the ability of the Parties to resolve any objections that may be asserted by any Governmental Authority with respect to the Contemplated Transactions under the HSR Act. (g) Certain consents and approvals listed waivers with respect to the Contemplated Transactions may be required in Section 5.05(d) connection with Contracts to which the Company or its Subsidiaries are a party that have not been and may not be obtained. At Parent’s written request, the Company will, and will cause its Subsidiaries to, contact in writing, or assist Parent in contacting in writing, any such counterparty whose consent or waiver may be required or advisable in respect of the Purchaser Disclosure MemorandumContemplated Transactions and the Company will, and will cause its Subsidiaries to use reasonable best efforts to obtain such consents and waivers; provided that neither the Company nor any of its Subsidiaries may agree to any payment, obligation or undertaking, or any limitation on any rights of the Company or any of its Subsidiaries, in connection with obtaining any such consent or waiver without the prior written consent of Parent. Parent and Merger Sub acknowledge and agree that their obligations to consummate the Contemplated Transactions in accordance with this Agreement is not conditioned on obtaining any such consent or waiver.

Regulatory Approvals and Consents. (a) As soon Subject to and in accordance with the other provisions of this Section 6.6, during the Pre-Closing Period, each of Westbrick and Purchaser shall use reasonable best efforts to obtain (and shall cooperate fully with each other Party in obtaining) as practicablepromptly as practicable all authorizations, consents, clearances, approvals and orders of Governmental Authorities necessary to consummate the Transaction, including the Key Regulatory Approval (but excluding the Interim Order and Final Order, which is addressed in any event within 30 daysSection 2.3). (b) In furtherance and not in limitation of the foregoing, after during the date hereofPre-Closing Period: (i) Each As promptly as practicable after the date hereof, and in any event no later than five Business Days after the date hereof Purchaser and Westbrick shall jointly submit a request that the Commissioner issue an advance ruling certificate pursuant to section 102(1) of the Competition Act, or in lieu thereof issue a Waiver and a No-Action Letter; (ii) Upon the request of either the Purchaser or [name of party redacted] (which shall not be made until at least fifteen (15) Business Days following the filing referenced in Section 6.6(b)(i)), each of Purchaser and Seller will Westbrick shall make a notification filing with the Commissioner in accordance with Part IX of the Competition Act within ten Business Days of such request. Each of Westbrick, [name of party redacted], and Purchaser shall supply, as soon as practicable, any additional information and documentary material that may be requested by the applicable Governmental Authority pursuant to the Competition Act or any other Applicable Laws and make all necessary subsequent filings and submissions required under the Hart-Competition Act or any other Applicable Laws. (iii) Neither Westbrick and [name of party redacted] on the one hand, nor Purchaser, on the other hand, may, without the consent of the other Party, (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Governmental Authority with additional time to review the Transaction, or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transaction at the behest of any Governmental Authority. (iv) Purchaser shall pay (i) all applicable filing fees and Taxes thereon under the Competition Act with respect to the Transaction, and (ii) all reasonable attorneys’ fees, costs and other expenses of Westbrick and the [name of party redacted] incurred in connection with the defence through litigation on the merits of any claim asserted in any court, tribunal, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transaction. (c) Without limiting the generality of the other provisions pursuant to this Section 6.6: (i) each of Westbrick and Purchaser shall use reasonable best efforts to take or cause to be taken the following actions: (A) the prompt provision to any Governmental Authority of non-privileged information, documents or testimony requested by such Governmental Authority that are necessary, proper or advisable to permit consummation of the Transaction, and (B) the prompt (and in any event not later than reasonably necessary to enable the Closing to occur on or before the Outside Date) taking of reasonable best efforts to avoid an investigation or the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transaction, including the defence through litigation on the merits of any claim asserted in any court, tribunal, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transaction; and (ii) in connection with Purchaser’s reasonable best efforts, Purchaser covenants and agrees to take such actions that are required to obtain the Key Regulatory Approval as expeditiously as possible and in any event before the Outside Date, including proposing, negotiating, agreeing to and effecting, by undertaking, consent agreement, hold separate agreement or otherwise (i) the sale, divestiture, licensing, restructuring or disposition of any entities, assets or facilities of Westbrick or any entities, assets, or facilities of Purchaser or its Affiliates; (ii) the termination or assignment of any existing contractual rights, relationships and obligations of Westbrick or Purchaser or its Affiliates, or entry into or amendment of any licensing or contractual arrangements of Westbrick or Purchaser or its Affiliates; and (iii) the taking of any action that, after consummation of the Transaction, would limit the freedom of action of, or impose any other requirement on Westbrick or Purchaser or its Affiliates, with respect to the operation of one or more of the businesses, or the assets, of Westbrick or Purchaser or its Affiliates, respectively; provided that any such action is conditioned upon the completion of the Transaction. (d) During the Pre-Closing Period, subject to Applicable Laws including those relating to the sharing of information, each of Westbrick, [name of party redacted] and Purchaser shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request. Each of Westbrick, [name of party redacted] and the Purchaser shall promptly notify each other of any communication any of them receives from any Governmental Authority (other than communications for purely logistical purposes) and permit the other Parties to review in advance and consider in good faith any comments made by the other Parties and their respective counsel on any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Governmental Authority) by ▇▇▇▇▇ ▇▇▇. Each ▇▇, [name of party shall pay the expenses of preparing its own filingredacted] or Purchaser, and Purchaser shall pay the $45,000 filing fee. (ii) Purchaser shall file with the Georgia Insurance Department all Form(s) A required as applicable, to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller shall, any Governmental Authority and shall cause the Companies to, support such filing by Purchaser, so long as it is consistent with this Agreement, and Purchaser shall use its best efforts to obtain the approval of the Georgia Insurance Department for the changes in control. All costs and fees of making such filings shall be paid by Purchaser. (b) Seller and Purchaser shall promptly advise the other of all oral, and promptly provide each other with copies of all writtenapplications, communicationsnotices, requestsfilings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries or other notifications received from any Governmental Authorities with respect Authority) between Westbrick or Purchaser, as applicable, or any of their respective Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the transactions contemplated hereby. (c) Seller shall take all reasonable action required to obtain prior to Closing all consents with respect extent relating to the material agreements listed matters that are the subject of this Agreement. None of ▇▇▇▇▇▇▇▇▇, [name of party redacted] nor Purchaser shall agree to participate in Section 5.05(cany meeting or discussion (whether by telephone, videoconference or otherwise) with any Governmental Authority relating to the matters that are the subject of this Agreement (including in respect of satisfying or obtaining the Seller Disclosure MemorandumKey Regulatory Approval) unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or discussion. To the extent any Party is not present at a meeting or is not a party to a discussion with any Governmental Authority, the other Party shall advise such consent has not been obtainedabsent Parties of the substance of any proposals or any position to be taken by that Party in any such meeting or discussion and keep such absent Parties fully informed of such meetings and discussions promptly after such meetings or discussions have occurred. Each of ▇▇▇▇▇▇▇▇▇, Seller [name of party redacted] and Purchaser shall continue its efforts keep the other informed of the status of discussions relating to obtain such consent after obtaining any authorization, consent, clearance, approval or order contemplated by Section 6.6(a). Notwithstanding the Closing. In orderforegoing provisions of this Section 6.6(d), however, that competitively sensitive information of a Party and information relating to valuation of the full value of every such material agreement may be realized by Purchaser, at Purchaser's request, direction and expense, Seller shall take all such action as Assets shall be provided only to external counsel and external experts of the other Party and shall not be shared by such counsel or expert with its client. (e) Subject to Section 6.4, Purchaser agrees that, between the date hereof and Closing, it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any Person whether by merger, consolidation, purchasing a substantial portion of the assets of or equity in or by any other manner or engage in any other transaction or take any other action, if, the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction or action could be reasonably necessary or appropriate expected to (i) impose any delay in the expiration or termination of any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a Governmental Authority necessary to preserve for consummate the benefit Transaction, including the Key Regulatory Approval and any approvals and expiration of Purchaser the rights and obligations of Seller waiting periods under such agreementsapplicable antitrust or noncompetition laws, and (ii) to facilitate increase the collection risk of any monies due and payableGovernmental Authority entering, or increase the risk of not being able to become due and payableremove or successfully challenge, to Seller pursuant to such agreementsany permanent, and Seller shall remit such monies to Purchaser within five business days preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of collection. Purchaser shall be entitled to the benefits accruing after Transaction or (iii) otherwise delay or impede the Closing Date consummation of any such agreements, and Purchaser, at its expense, shall perform all of Seller's obligations due to be performed under any such agreements to the extent (i) Purchaser can perform such obligations without violating the terms of such agreements, and (ii) Purchaser is being provided the benefits of such agreementsTransaction. (df) Purchaser Notwithstanding anything in this Section 6.6 (or elsewhere in this Agreement) to the contrary, neither [name of party redacted] nor ▇▇▇▇▇▇▇▇▇ shall be obligated to take all reasonable any action, including any action required contemplated by this Section 6.6, with respect to obtain all consents and approvals listed in Section 5.05(d) of the Purchaser Disclosure Memorandumtheir Affiliates (other than [name redacted] ▇▇▇▇▇▇).

Regulatory Approvals and Consents. (a) As soon as practicable, but in any event within 30 days, after the date hereof: (i) Each of Purchaser and Seller will make all necessary filings under the Hart-▇▇▇▇-▇▇▇▇▇ ▇▇▇Act. Each party shall pay the expenses of preparing its own filing, and Purchaser shall pay the $45,000 filing fee. (ii) Purchaser shall file with the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller shall, and shall cause the Companies to, support such filing by Purchaser, so long as it is consistent with this Agreement, and Purchaser shall use its best efforts to obtain the approval of the Georgia Insurance Department for the changes in control. All costs and fees of making such filings shall be paid by Purchaser. (b) Seller and Purchaser shall promptly advise the other of all oral, and promptly provide each other with copies of all written, communications, requests, inquiries or other notifications received from any Governmental Authorities with respect to the transactions contemplated hereby. (c) Seller shall take all reasonable action required to obtain prior to Closing all consents with respect to the material agreements listed in Section 5.05(c) of the Seller Disclosure Memorandum. To the extent any such consent has not been obtained, Seller shall continue its efforts to obtain such consent after the Closing. In order, however, that the full value of every such material agreement may be realized by Purchaser, at Purchaser's request, direction and expense, Seller shall take all such action as shall be reasonably necessary or appropriate (i) in order to preserve for the benefit of Purchaser the rights and obligations of Seller under such agreements, and (ii) to facilitate the collection of any monies due and payable, or to become due and payable, to Seller pursuant to such agreements, and Seller shall remit such monies to Purchaser within five business days of collection. Purchaser shall be entitled to the benefits accruing after the Closing Date of any such agreements, and Purchaser, at its expense, shall perform all of Seller's obligations due to be performed under any such agreements to the extent (i) Purchaser can perform such obligations without violating the terms of such agreements, and (ii) Purchaser is being provided the benefits of such agreements. (d) Purchaser shall take all reasonable action required to obtain all consents and approvals listed in Section 5.05(d) of the Purchaser Disclosure Memorandum.

Regulatory Approvals and Consents. (a) As soon as practicable, but in any event within 30 days, after Subject to the date hereof: (i) Each terms and conditions of Purchaser and Seller will make all necessary filings under the Hart-▇▇▇▇▇ ▇▇▇. Each party shall pay the expenses of preparing its own filing, and Purchaser shall pay the $45,000 filing fee. (ii) Purchaser shall file with the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller shall, and shall cause the Companies to, support such filing by Purchaser, so long as it is consistent with this Agreement, and Purchaser shall each party will use its best commercially reasonable efforts to obtain take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the approval of transactions contemplated by this Agreement. Purchaser and the Georgia Insurance Department for Seller shall furnish to each other and to each other’s counsel all such information as may be required in order to accomplish the changes in control. All costs and fees of making such filings shall be paid by Purchaserforegoing actions. (b) Seller Subject to the terms and Purchaser conditions of this Agreement, the parties shall promptly advise cooperate with one another in seeking any actions, consents, approvals or waivers required to be obtained from parties to any material contracts in connection with the other consummation of all oral, and promptly provide each other with copies of all written, communications, requests, inquiries or other notifications received from any Governmental Authorities with respect to the transactions contemplated herebyby this Agreement and in making any filings with any Governmental Body and furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Seller shall take all reasonable action required to obtain prior to Closing all consents In the event that the HSR Act requires that the parties file Premerger Notification and Report Forms (“HSR Forms”) in connection with respect to the material agreements listed in Section 5.05(c) transactions contemplated by this Agreement and the parties have not filed HSR Forms as of the Seller Disclosure Memorandum. To date of this Agreement, the extent parties agree to file their respective HSR Forms with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) (collectively the “Antitrust Authorities”) and the Purchaser shall pay all required fees under the HSR Act, as soon as practicable following the execution and delivery of this Agreement and notice from either party that such filings should be submitted (and, in any such consent has not been obtainedevent, Seller shall continue its efforts to obtain such consent after the Closing. In order, however, that the full value of every such material agreement may be realized by Purchaser, at Purchaser's request, direction and expense, Seller shall take all such action as shall be reasonably necessary or appropriate (i) in order to preserve for the benefit of Purchaser the rights and obligations of Seller under such agreements, and (ii) to facilitate the collection of any monies due and payable, or to become due and payable, to Seller pursuant to such agreements, and Seller shall remit such monies to Purchaser within five business days of collection. Purchaser shall be entitled to the benefits accruing after the Closing Date of any Business Days following such agreements, and Purchaser, at its expense, shall perform all of Seller's obligations due to be performed under any such agreements to the extent (i) Purchaser can perform such obligations without violating the terms of such agreements, and (ii) Purchaser is being provided the benefits of such agreementsnotice). (d) Subject to the terms and conditions set forth in this Section 7.3, the parties shall use their commercially reasonable efforts to respond as fully and as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documents prior to the issuance of a Request for Additional Information and Documentary Material under the HSR Act (a “Second Request”). (e) In the event the Antitrust Division or the FTC issues a Second Request, the parties hereto shall use commercially reasonable efforts to substantially comply with the Second Request as promptly as practicable. (f) In furtherance and not in limitation of the foregoing, and subject to the terms set forth in this Section 7.3, each party shall cooperate and consult with the other party in connection with the actions referenced in this Section 7.3. In particular, each party shall, subject to applicable Law and except as prohibited by any applicable representative of any applicable Governmental Body, (i) furnish to the other such information and assistance as the other reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Body under the HSR Act or any comparable Laws of foreign jurisdictions; (ii) promptly notify and apprise the other party of (and, if in writing, supply such party with) any communication (or other correspondence or other memoranda) to that party from the Antitrust Division, the FTC, any State Attorney General or any other Governmental Body, and permit the other party to review in advance and accept all of the other party’s reasonable comments, in connection with, any proposed written communication to any of the foregoing; (iii) to the extent practical, not participate in any substantive meeting or any material discussion or communication with any Governmental Body in respect of any filings, investigation or inquiry concerning this Agreement, unless it consults with the other party in advance and, as permitted by such Governmental Body, gives the other party the opportunity to attend and participate thereat or, to the extent prior consultation is not practical, shall promptly report to the other party the substance of the communication; (iv) furnish the other party with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) occurring after the date hereof between it and its Affiliates and their respective representatives and any Governmental Bodies or their respective with respect to this Agreement; and (v) make available such party’s counsel, experts and advisors to (and have such persons participate with) the other party and its counsel, experts, and advisors for the purpose of (and in connection with) the actions contemplated by this Section 7.3. Notwithstanding the foregoing or any thing to contrary in this Agreement, neither party shall be required to disclose any information to the extent that disclosing such information would violate any Law or require the disclosing party or any of its Affiliates to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the disclosing party or any of its Affiliates are bound. (g) Notwithstanding anything to the contrary set forth above, Purchaser acknowledges that it does not, and shall not, have any rights as a third party beneficiary or otherwise under any consent decree or agreement entered into between the Seller and any representative of the United States or any other Antitrust Entity relating to the transactions provided for herein, and Purchaser shall take all reasonable action required to obtain all consents and approvals listed in Section 5.05(d) of the Purchaser Disclosure Memorandumnot assert or claim any such rights.