Common use of Consents; Cooperation Clause in Contracts

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and Company --------------------- will, --------------------- and will cause their respective subsidiaries Subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, including without limitation the OTS, the NASD (the "NASD Approval") and any applicable state approval ("State Approval") and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiariesSubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries Subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of ParentNewco, Merger Sub Subs, Omega and Company Online will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent Without limiting the foregoing, each of Omega and Company and their respective subsidiaries Online shall cooperate and use their respective its reasonable best efforts to prepare obtain all documentationnecessary consents, waivers and approvals under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. As soon as practicable following the execution hereof, Omega, Online and Newco shall file all necessary forms and take all necessary actions, and thereafter shall use its reasonable best efforts, to effect all filings file any required notice or application and to obtain prior to the Closing Date approval of the change of control or ownership of Omega and Online and its respective subsidiaries from The Nasdaq Stock Market or the NASD and any applicable state and all other notices, licenses, permits, consents, approvals approvals, authorizations, qualifications and authorizations orders of all third parties and Governmental Entities necessary and parties to consummate contracts, agreements, licenses or other instruments relating to the transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters business as may be reasonably necessary or advisable required in connection with any filingorder to enable each of Omega, notice or application made by or on behalf of such other party or any of Online and Newco, respectively, to perform its subsidiaries obligations hereunder and so as to any third party or Governmental Entitypermit the Closing to occur at the earliest possible date.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, person required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Without limiting the foregoing, each of Parent and Company and their respective subsidiaries shall cooperate and use their respective its reasonable best efforts to prepare obtain all documentationnecessary consents, waivers and approvals under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. As soon as practicable, Parent and Company shall file all necessary forms and take all necessary actions, and thereafter shall use its reasonable best efforts, to effect file any required notice or application regarding the change of control or ownership of Company and its subsidiaries from the NASD and any applicable state and all filings and to obtain all other notices, licenses, permits, consents, approvals approvals, authorizations, qualifications and authorizations orders of all third parties and Governmental Entities necessary and parties to consummate contracts, agreements, licenses or other instruments relating to the transactions contemplated by this Agreement or any Ancillary Agreement, and business as may be required in order to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each enable each of Parent and Company agreesCompany, upon requestrespectively, to furnish perform its obligations hereunder and so as to permit the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries Closing to any third party or Governmental Entityoccur at the earliest possible date.

Consents; Cooperation. Each of Parent, Merger Sub and Company --------------------- will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentSeller and Buyer shall cooperate, Merger Sub and Company willuse its commercially reasonable efforts, --------------------- to make all filings and will cause their respective subsidiaries toobtain all licenses, take all reasonable actions permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties necessary to comply promptly with all legal requirements which may be imposed on them consummate the transactions contemplated by this Agreement, including, without limitation, any approvals of the United States Department of Agriculture (“USDA”) regarding the transfer of the marketing allocations; provided, however, that, notwithstanding the foregoing, (i) the actions of Seller and Buyer with respect to filings, approvals and other matters pursuant to the HSR Act and any local, state, federal (other than the HSR Act) or foreign antitrust statute, antitrust law, antitrust regulation or antitrust rule applicable to Seller, the Company or Buyer (“Other Antitrust Regulations”) shall be governed by subsections (b), (c), (d) and (e) of this Section 4.3, (ii) Seller will obtain, or will cause the Company to obtain, all licenses, permits, consents, approvals, authorizations, qualifications and orders required for the consummation of the transactions contemplated by this Agreement and listed on Exhibit E (the “Closing Condition Consents”); (iii) Seller will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary use its best efforts to obtain (all consents and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, approvals required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity from its lenders in connection with the transactions contemplated by this Agreement. In , all of which consents and approvals are listed on Exhibit F (the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to “Seller Lender Approvals”) and (iv) Buyer will use its reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, consents and approvals and authorizations of all third parties and Governmental Entities necessary to consummate required from its lenders in connection with the transactions contemplated by this Agreement or any Ancillary Agreement, all of which consents and approvals are listed on Exhibit G (the “Buyer Lender Approvals”). Buyer agrees to consult with the other party with respect provide such assurances as to obtaining such permitsfinancial capability, consents, approvals resources and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters creditworthiness as may be reasonably necessary or advisable in connection with any filing, notice or application made requested by or on behalf of such other party or any of its subsidiaries to any third party whose consent or Governmental Entityapproval is sought under this Agreement and which Buyer is reasonably able to provide.

Consents; Cooperation. Each of ParentSubject to the terms and conditions hereof, Merger Sub the Sellers will cause the Company to, and Company the Buyer will, --------------------- and will cause use their respective subsidiaries commercially reasonable efforts: (a) to obtain, prior to the earlier of the date required (if so required) or the Closing Date, all authorizations, consents, orders, permits or approvals of, or notices to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed or filings, registrations or qualifications with, any governmental, administrative or judicial authority or any other Person that are required on them with respect to their respective parts, including, without limitation, change in control applications and notices under state law, and notices under the New Jersey Banking Act for the consummation of the transactions contemplated by this Agreement; (b) to defend, consistent with applicable principles and requirements of law, any lawsuit or other legal proceeding, whether judicial or administrative, whether brought derivatively or on behalf of third persons (including Governmental Authorities) challenging this Agreement or the transactions contemplated hereby; (c) to furnish to each other such information and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party assistance as may reasonably be requested in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary foregoing; (d) to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization oftake, or any registration, declaration or filing with, any Governmental Entity or other person, required cause to be obtained or made in connection with the taking of any taken, all action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as todo, in each case subject or cause to be done, all things reasonably necessary, proper or advisable under applicable laws relating and regulations to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with consummate and make effective the transactions contemplated by this Agreement. In the event an injunction ; and (e) if any consent, approval or other order shall have action of a Governmental Entity that is required for the satisfaction of a closing condition set forth in Sections 8 or 9 hereof has not been issued obtained by or before a date which preventsis 120 days from the date hereof, alters whichever of the Buyer or delays the Merger Sellers which is/are required to obtain such consent, approval or any other transaction contemplated herebyaction, each party agrees to use employ its reasonable best efforts to have obtain the consent of the appropriate Governmental Entity to close pending action by such injunction Governmental Entity, provided, however, that nothing in this Section 7.3(e) shall require the Buyer or other order lifted. Parent and the Sellers to take any action requested by a Governmental Entity which would reasonably be expected to (i) significantly limit the ability of the Buyer, or the Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries Subsidiaries, to conduct their respective businesses, or (ii) significantly increase the cost to the Company or any third party or Governmental Entityof its Subsidiaries of conducting its respective businesses, in each case as such businesses are conducted on the date hereof. 7.4.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and Seller will cause their respective subsidiaries to, take use its reasonable good faith efforts prior to the Closing to obtain all reasonable actions necessary to comply promptly with all legal requirements which consents that may be imposed on them required from third parties with respect to the consummation Assumed Contracts and Leases and any of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation Purchased Property (other than transfer of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consentmotor vehicle licenses, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advanceregistrations, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreementtags) and Purchaser shall cooperate therewith. In the event an injunction Purchaser desires any changes or other order modifications with regard to any of the Assumed Contacts or Leases, then Purchaser upon written notice to Seller shall have been issued which prevents, alters or delays the Merger or assume all responsibility for negotiating such modifications and obtaining any other transaction contemplated hereby, each party agrees to required consents in connection therewith. Purchaser shall use its reasonable best efforts to have diligently pursue the issuance or transfer of any of the governmental licenses or permits required for Purchaser to operate the Business following the Closing, and Seller agrees to provide reasonable cooperation and assistance to Purchaser in obtaining such injunction licenses and permits. Notwithstanding the foregoing, (i) neither party will be required to pay or commit to pay any amount to (or incur any liability or obligation to) a person or entity from whom or which a consent may be required (other than payment by Seller of past due amounts under Assumed Contracts and Leases or past due taxes, or payment by Purchaser of any fees or other order lifted. Parent costs imposed by governmental authorities with respect to licenses and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consentsor transfer fees, approvals if any, required by the express terms of any Assumed Contracts and authorizations Leases) or otherwise enter into or modify any agreement with such person or entity that involves any cost, liability or obligation, and (ii) to the extent Purchaser determines, in its sole discretion, that the governmental licenses or permits required for the Purchaser or its designee to operate the Business following the Closing will not be obtained by Purchaser or its designee prior to Closing, Seller agrees to proceed to Closing and enter into a Transition Period Sublease (as defined herein) with Purchaser for the continued operation of the Business by Seller or its affiliates, as applicable, until Purchaser or its designee obtains such licenses and permits, and (iii) to the extent Purchaser has not obtained governmental licenses or permits required for the Purchaser or its designee to operate the Business following the Closing within ninety (90) days of the expiration of the Due Diligence Period, Seller and Purchaser agree to proceed to Closing and in connection therewith enter into a Transition Period Sublease for the continued operation of the Business by Seller or its affiliates, as applicable, until Purchaser or its designee obtains such licenses and permits, provided the term thereof shall not exceed the Post-Closing Management Agreement with the Post-Closing Manager for the relevant Facilities and provided such Transition Sublease is permitted by law for all third of the Business operations of each Facility. Each of the parties and Governmental Entities necessary have independently determined, based upon the advice of their own respective counsel, that the pre-merger filing requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), do not apply to consummate the transactions contemplated by under this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and Seller will cause their respective subsidiaries to, take use its reasonable best efforts prior to the Closing to obtain all reasonable actions necessary to comply promptly with all legal requirements which consents that may be imposed on them required from third parties with respect to the consummation Assumed Contracts and Leases and any of the transactions contemplated by this Agreement other Purchased Property and will promptly Purchaser shall cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization oftherewith. Purchaser shall, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as request Third-Party Tenant to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have diligently pursue the issuance or transfer of any of the governmental licenses or permits required for Purchaser or Third-Party Tenant, as applicable, to operate the Business following the Closing, and Seller agrees to provide reasonable cooperation and assistance to Purchaser in obtaining such injunction licenses and permits. Purchaser shall make reasonable efforts to cause Third-Party Tenant to submit application for issuance of any governmental licenses or permits within five (5) days of the expiration of the Due Diligence Period, although Third Party Tenant may, and shall be encouraged to, submit such applications as soon as possible following the Effective Date. Notwithstanding the foregoing, (i) neither party will be required to pay or commit to pay any amount to (or incur any liability or obligation to) a person or entity from whom or which a consent may be required (other than payment by Seller of past due amounts under Assumed Contracts and Leases or past due taxes, or payment by Purchaser of any fees or other order lifted. Parent costs imposed by governmental authorities with respect to licenses and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consentsor transfer fees, approvals if any, required by the express terms of any Assumed Contracts and authorizations Leases) or otherwise enter into or modify any agreement with such person or entity that involves any cost, liability or obligation, and (ii) to the extent Purchaser determines, in its sole discretion, that the governmental licenses or permits required for the Third-Party Tenant to operate the Business following the Closing will not be obtained by Third-Party Tenant or its affiliates prior to Closing, Seller agrees to enter into a Transition Period Sublease (as defined herein) with Purchaser or Third-Party Tenant for the continued operation of all third parties the Business by Seller or its affiliates, as applicable, until Third-Party Tenant obtains such licenses and Governmental Entities necessary permits. Neither party makes any representation or warranty to consummate the other regarding the extent to which the pre-merger filing requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) apply to the transactions contemplated by under this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and will cause their respective subsidiaries Subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, including without limitation the OTS, the NASD (the "NASD Approval") and any applicable state approval ("State Approval") and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiariesSubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries Subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub the EGI Parties and Company the VERSUS Parties will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger Arrangement or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent Without limiting the foregoing, each of the EGI Parties and Company and their respective subsidiaries the VERSUS Parties shall cooperate and use their respective its reasonable best efforts to prepare obtain, the Appropriate Regulatory Approvals and all documentationnecessary consents, waivers and approvals under any of its material contracts in connection with the Arrangement for the assignment thereof or otherwise. As soon as practicable following the execution hereof, the EGI Parties and the VERSUS Parties shall file all necessary forms and take all necessary actions, and thereafter shall use its reasonable best efforts, to effect all filings file any required notice or application and to obtain prior to the Effective Date approval of the change of control or ownership of VERSUS and its subsidiaries from all applicable Governmental Entities and all other notices, licenses, permits, consents, approvals approvals, authorizations, qualifications and authorizations orders of all third parties and Governmental Entities necessary and parties to consummate contracts, agreements, licenses or other instruments relating to the transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters business as may be required in order to enable each of the EGI Parties and the VERSUS Parties, respectively, to perform its obligations hereunder and so as to permit the Arrangement to become effective at the earliest date reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entitypracticable.