Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary to consummate the transactions contemplated hereby. Purchaser will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Seller Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Seller Documents. Purchaser Seller will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Seller Documents.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Shareholders and the Company and the Subsidiary in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Shareholders or the Company or the Subsidiary to consummate the transactions contemplated hereby. Purchaser will provide prompt written notification to Seller the Shareholders when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller the Shareholders in writing of any communications (and, unless precluded by LawLaw or confidentiality obligations with respect thereto, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will The Sellers shall, and shall cause the Company to, (a) take all commercially reasonable steps necessary or desirable, desirable steps and proceed diligently and in good faith and use all commercially reasonable diligent efforts, as promptly as practicable practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to to, Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation hereby and those described in Schedule 3.03 heretoSections 2.5 and 2.6 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to to, Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated hereby. Purchaser The Sellers will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Such Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Operative Agreements, (b) use commercially reasonable efforts to provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as each Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide use commercially reasonable cooperation efforts to Seller, the Company and the Subsidiary cooperate with each Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Seller to consummate the transactions contemplated herebyhereby and by the Operative Agreements. Purchaser will provide prompt notification to each Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise each Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. Purchaser The Buyers will (a) take all commercially use reasonable steps necessary or desirable, best efforts and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Buyers to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto6.03, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide use reasonable cooperation best efforts to Seller, the Company and the Subsidiary cooperate with Sellers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Sellers to consummate the transactions contemplated hereby. Purchaser The Buyers will provide prompt notification to Seller Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, or when notice or indication of any delay or denial is first obtained, as applicable, and will advise Seller Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) Sellers, at their sole expense (except as provided in Section 4.02), will and will cause the Company and its Subsidiaries to (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Sellers, the Company or any Subsidiary to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including without limitation those described in Schedule 3.03 heretoSections 2.06 and 2.07 of the Disclosure Schedule, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchasers or such Governmental or Regulatory Authorities or other Persons may reasonably request and (ciii) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Purchasers as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchasers to consummate the transactions contemplated herebyhereby and by the Operative Agreements. Purchaser Sellers will provide prompt notification to Seller Purchasers when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Seller Purchasers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Shareholder and the Company and the Subsidiary in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Shareholder or the Company or the Subsidiary to consummate the transactions contemplated hereby. Purchaser will provide prompt written notification to Seller the Shareholder when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller the Shareholder in writing of any communications (and, unless precluded by LawLaw or confidentiality obligations with respect thereto, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirableproceed diligently, and proceed diligently expeditiously and in good faith and use all commercially reasonable efforts, obtain as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Ancillary Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons persons as such Governmental or Regulatory Authorities or other Persons persons may reasonably request in connection therewith, and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary its subsidiaries in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons persons required of Seller, the Company or the Subsidiary any of its subsidiaries to consummate the transactions contemplated herebyhereby and by the Ancillary Agreements. Purchaser will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person person regarding any of the transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements.

Regulatory and Other Approvals. Purchaser Xxxxxxx and Buyer will (a) take all commercially reasonable reason-able steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Buyer to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Ancillary Agreements, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Seller as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Seller to consummate con-summate the transactions contemplated herebyhereby and by the Ancillary Agreements. Purchaser Xxxxxxx and Buyer will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements.

Regulatory and Other Approvals. Purchaser The Company will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Company to consummate the transactions contemplated hereby, hereby including without limitation those described in on Schedule 3.03 hereto3.9.2, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company Omnicom and the Subsidiary OmniSub in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company Omnicom or the Subsidiary OmniSub to consummate the transactions contemplated hereby, including without limitation complying, if necessary, with the Workers Adjustment and Retraining Notification Act (P.L. 100-379). Purchaser The Company will provide prompt notification to Seller Omnicom when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Omnicom of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to cooperate with the Seller, the each Company and the Subsidiary their respective Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of the Seller, the Company Companies or the any Subsidiary to consummate the transactions contemplated herebyhereby and by the Transaction Documents. Purchaser will provide prompt notification to the Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise the Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents.

Regulatory and Other Approvals. Purchaser Crescent and Crescent REIT will (ai) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all its commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Crescent or Crescent REIT to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Operative Agreements, (bii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Transferors or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (ciii) provide reasonable cooperation to Seller, cooperate with the Company and the Subsidiary Transferors as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Transferors to consummate the transactions contemplated herebyhereby and by the Operative Agreements. Purchaser Crescent and Crescent REIT will provide prompt notification to Seller COPI when any such consent, approval, action, filing or notice referred to in clause (ai) above is obtained, taken, made or given, as applicable, and will advise Seller COPI of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Seller Documents, (b) provide such other information and communications to 16 such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Seller Documents. Purchaser Seller will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Seller Documents.

Regulatory and Other Approvals. Purchaser The Buyers will (a) take all commercially use ------------------------------ reasonable steps necessary or desirable, best efforts and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Buyers to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto6.03, (b) ------------- provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide use reasonable cooperation best efforts to Seller, the Company and the Subsidiary cooperate with Sellers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Sellers to consummate the transactions contemplated hereby. Purchaser The Buyers will provide prompt notification to Seller Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, or when notice or indication of any delay or denial is first obtained, as applicable, and will advise Seller Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Sellers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Sellers to consummate the transactions contemplated hereby. Purchaser will provide prompt notification to Seller Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Sellers of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser The Shareholder will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsefforts to, as promptly as practicable to practicable, obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Shareholder to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated hereby. Purchaser The Shareholder will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by LawLaw or confidentiality obligations with respect thereto, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretoSections 2.3 and 2.4 of the Seller Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company Purchaser and the Subsidiary Parent in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company Purchaser or the Subsidiary Parent to consummate the transactions contemplated hereby. Purchaser Seller will provide prompt notification to Seller Purchaser and Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser Owner and the Companies will, and will cause any Subsidiaries thereof, to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable their best efforts, as promptly as practicable practicable, to (i) obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Owner and the Companies, or any Subsidiary thereof to consummate the transactions contemplated herebyhereby and by the Transaction Documents, including without limitation those described and (ii) maintain all Contracts and Permits in Schedule 3.03 heretofull force and effect upon and after the consummation of the transactions contemplated hereby and by the Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request request, and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated herebyhereby and by the Transaction Documents. Purchaser The Selling Parties will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Owner or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Sellercooperate with Owner, the each Company and the Subsidiary their respective Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of SellerOwner, the Company Companies or the any Subsidiary to consummate the transactions contemplated herebyhereby and by the Transaction Documents. Purchaser will provide prompt notification to Seller Owner when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Owner of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents. Purchaser shall provide Owner with weekly updates regarding the progress of the IPO, which updates shall be in writing (including electronic mail), and shall include information regarding feasibility, estimated timing, and calculation of the Diamond Multiple.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Seller in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company Seller or the Subsidiary Stockholders to consummate the transactions contemplated hereby. Purchaser will provide prompt notification to Seller and the Stockholders when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated herebyhereby and by the Ancillary Agreements, including without limitation including, those described in Schedule 3.03 hereto3.4, (b) provide ------------ such other information and communications to such Governmental or Regulatory Authorities or other Persons as Buyer or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary cooperate with Buyer as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Buyer to consummate the transactions contemplated herebyhereby and by the Ancillary Agreements. Purchaser Seller will provide prompt notification to Seller Buyer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Buyer of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements.

Regulatory and Other Approvals. Purchaser Seller will, and such Stockholder will cause Seller to, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Seller to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated hereby. Purchaser Seller will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated herebyhereby and by the Operative Agreements, including without limitation those described in Schedule 3.03 heretoSection 4.05 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Seller in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Seller to consummate the transactions contemplated herebyhereby and by the Operative Agreements. Purchaser will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Regulatory and Other Approvals. Purchaser The Sellers will (a) take all commercially use reasonable steps necessary or desirable, best efforts and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Sellers, or any Company to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto5.03, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide use reasonable cooperation best efforts to Seller, cooperate with the Company and the Subsidiary Buyers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Buyers to consummate the transactions contemplated hereby. Purchaser The Sellers will provide prompt notification to Seller the Buyers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, or when notice or indication of any delay or denial is first obtained, as applicable, and will advise Seller Buyers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser The Sellers will (a) take all commercially use ------------------------------ reasonable steps necessary or desirable, best efforts and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Sellers, or any Company to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto5.03, (b) provide such other information and communications to such ------------- Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide use reasonable cooperation best efforts to Seller, cooperate with the Company and the Subsidiary Buyers in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Buyers to consummate the transactions contemplated hereby. Purchaser The Sellers will provide prompt notification to Seller the Buyers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, or when notice or indication of any delay or denial is first obtained, as applicable, and will advise Seller Buyers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) take use all commercially reasonable steps necessary or desirable, efforts and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 Schedules 3.3(c) and 3.4 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Seller in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Seller to consummate the transactions contemplated hereby. Purchaser will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 heretohereby and by the Transaction Documents, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as the Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Sellercooperate with the Sellers, the Company and the Subsidiary Subsidiaries as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Sellerthe Sellers, the Company or the any Subsidiary to consummate the transactions contemplated herebyhereby and by the Transaction Documents. Purchaser will provide prompt notification to Seller the Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller notify the Sellers of any communications (and, unless precluded by LawLaw or by third-party agreement, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents.

Regulatory and Other Approvals. Purchaser Each Seller will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser such Seller and/or VimpelCom to consummate the transactions contemplated herebyhereby and by the other Principal Agreements, including including, without limitation limitation, those described in Schedule 3.03 2.08(f) hereto, (b) provide such other information and communications to the Purchaser, such Governmental or Regulatory Authorities or other Persons as the Purchaser or such Governmental or Regulatory Authorities or other Persons may request in connection therewith and execute all documents as may be reasonably request requested by the Purchaser in connection therewith, and (c) provide reasonable cooperation to Seller, cooperate with the Company and the Subsidiary Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with with, and giving all notices to to, Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated hereby. Purchaser will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, hereby and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or the other Person regarding any of the transactions contemplated by this AgreementPrincipal Agreements.

Regulatory and Other Approvals. Purchaser The Shareholders will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable effortsefforts to, as promptly as practicable to practicable, obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser the Shareholders to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated hereby. Purchaser The Shareholders will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by LawLaw or confidentiality obligations with respect thereto, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Regulatory and Other Approvals. Purchaser Sellers will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser Sellers to consummate the transactions contemplated hereby, including without limitation those described in Schedule 3.03 hereto, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith, and (c) provide reasonable cooperation to Seller, the Company and the Subsidiary Purchaser in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller, the Company or the Subsidiary Purchaser to consummate the transactions contemplated hereby. Purchaser Sellers will provide prompt notification to Seller Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller Purchaser of any communications (and, unless precluded by Lawlaw, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.