Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and Parent shall use commercially reasonable efforts to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Parent, the Company or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party’s filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and Parent shall will use commercially reasonable efforts to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Parent, the Company or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings (if any) required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party’s filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicableCompany.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Agreement, each of the Company TSG and Parent shall use commercially reasonable efforts Elcotel will proceed diligently and in good faith to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of ParentElcotel, the Company TSG or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent Elcotel and the Company TSG or their Affiliates under the HSR ActAct no later than fifteen business days after the date hereof, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “"FTC”") or the Antitrust Division of the Department of Justice (the “"Antitrust Division”") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party’s 's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTC, FTC or the Antitrust Division or any state or state attorney attorneys general. Notwithstanding Without limiting the generality of the foregoing, the Company Elcotel and TSG shall nottogether, without Parent’s prior written consentor pursuant to an allocation of responsibility to be agreed between them, commit to any divestiture transaction, coordinate and Parent shall not be required to divest or hold separate or otherwise take or commit to take cooperate in determining whether any action that limits its freedom of action with by or in respect toof, or its ability to retain the Companyfiling with, any Governmental Authorities is required, or any of the material businesses actions, consents, approvals or assets of the Company or its Subsidiaries. Each of the Parties will have the right waivers are required to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted be obtained from parties to any third party or any Governmental or Regulatory Authorities contracts, in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each consummation of the parties will act reasonably transactions contemplated by this Agreement, and as promptly as practicablein seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 Section 7.02, Section 7.03 and 6.3Section 7.04, each of the Company and Parent shall will use commercially reasonable best efforts to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Parent, the Company or any of their Subsidiaries to consummate the Offer and the Merger and the other transactions contemplated hereby, including, without limitation, the filing by Parent and Sub of Information Pertaining to a Control Bid on Form 041 pursuant to Section 1707.01 et seq. of the Ohio Revised Code, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “"FTC”") or the Antitrust Division of the Department of Justice (the “"Antitrust Division”") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party’s 's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s 's prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, any of its Subsidiaries or any of the material businesses or assets of the Company or its Subsidiaries. Each Notwithstanding the foregoing, the parties hereto acknowledge and agree that the failure to obtain any or all of the Parties will have the right to review consents identified by an asterisk (*) in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each Section 4.04 of the parties will act reasonably and as promptly as practicable.Company Disclosure Letter shall not result in the failure to satisfy the condition set forth in clause (b) of Annex A.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Agreement, each of the Company MAI and Parent shall use commercially reasonable efforts DHS will proceed diligently and in good faith to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of ParentDHS, the Company MAI or any of their respective Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (xi) take promptly all actions necessary to make the any filings (if any) legally required of Parent DHS and the Company MAI or their respective Affiliates under the HSR ActAct as soon as practicable but in no event later than thirty (30) days after the date hereof, (yii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “"FTC”") or the Antitrust Division of the Department of Justice (the “Antitrust Division”"ANTITRUST DIVISION") pursuant to the HSR Act, and (ziii) cooperate with the other party in connection with such party’s 's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTC, FTC or the Antitrust Division or any state or state attorney attorneys general. Notwithstanding Without limiting the generality of the foregoing, the Company DHS and MAI shall nottogether, without Parent’s prior written consentor pursuant to an allocation of responsibility to be agreed between them, commit to any divestiture transaction, coordinate and Parent shall not be required to divest or hold separate or otherwise take or commit to take cooperate in determining whether any action that limits its freedom of action with by or in respect toof, or its ability to retain the Companyfiling with, any Governmental Authorities is required, or any of the material businesses actions, consents, approvals or assets of the Company or its Subsidiaries. Each of the Parties will have the right waivers are required to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted be obtained from parties to any third party or any Governmental or Regulatory Authorities contracts, in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each consummation of the parties will act reasonably transactions contemplated by this Agreement, and as promptly as practicablein seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Subject to (a) During the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Interim Period, each of Party shall cooperate with the Company other Parties and Parent shall use use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts toto take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate the Contemplated Transactions, including (i) making or causing to be made the filings required of such Party or any of its Affiliates by Law with respect to the Contemplated Transactions, as promptly as practicableis reasonably practicable (and, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Parent, the Company or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant respect to the HSR Act, and in any event within 15 days after the Signing Date), (zii) cooperate cooperating with the other party Parties and furnishing to the other Parties all information in such Party’s possession that is necessary in connection with such party’s filings other Parties’ filings, (iii) causing the expiration or termination of the notice or waiting periods under the HSR Act and any other Laws with respect to the Contemplated Transactions as promptly as is reasonably practicable after the Signing Date, (iv) promptly informing the other Parties of any substantive communication from or to, and any proposed understanding or agreement with, any Governmental Body with respect to any such filings, and permitting the other Parties to review in advance any proposed communication by such Party to any Governmental Body with respect to any such filings, (v) consulting and cooperating with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or submitted by or on behalf of any Party in connection with any meetings or communications with, or Proceedings involving, any Governmental Body with respect to any such filings, (vi) complying, as promptly as is reasonably practicable, with any requests received from a Governmental Body by such Party or any of its Affiliates under the HSR Act or any other Laws for additional information, documents or other materials with respect to any such filings, (vii) resolving any investigation formal or informal objections of any Governmental Body with respect to any such filings or the Contemplated Transactions and (viii) contesting any threatened preliminary or permanent injunction or other inquiry concerning Law, order or Proceeding that would adversely affect the Merger or ability of any Party to consummate the other transactions contemplated by this Agreement commenced by Contemplated Transactions (which, for the avoidance of doubt, shall exclude the initiation of any of the FTC, the Antitrust Division Proceedings against any Governmental Body or any state or state attorney generalother Person). Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate nothing in this Section 6.4 or otherwise take in this Agreement or commit the other Transaction Documents shall require any Party to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses of the Plains Parents, Oryx or their respective Affiliates or otherwise take any action that limits its the freedom of action with respect to, or its the ability of any Person to retain the Company, or any of the material businesses businesses, product lines or assets of of, the Company Plains Parents, Oryx, or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicabletheir respective Affiliates.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Agreement, each of the Company MAI and Parent shall use commercially reasonable efforts DHS will proceed diligently and in good faith to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of ParentDHS, the Company MAI or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (xi) take promptly all actions necessary to make the any filings (if any) legally required of Parent DHS and the Company MAI or their respective Affiliates under the HSR ActAct as soon as practicable but in no event later than thirty (30) days after the date hereof, (yii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “"FTC”") or the Antitrust Division of the Department of Justice (the “Antitrust Division”"ANTITRUST DIVISION") pursuant to the HSR Act, and (ziii) cooperate with the other party in connection with such party’s 's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTC, FTC or the Antitrust Division or any state or state attorney attorneys general. Notwithstanding Without limiting the generality of the foregoing, the Company DHS and MAI shall nottogether, without Parent’s prior written consentor pursuant to an allocation of responsibility to be agreed between them, commit to any divestiture transaction, coordinate and Parent shall not be required to divest or hold separate or otherwise take or commit to take cooperate in determining whether any action that limits its freedom of action with by or in respect toof, or its ability to retain the Companyfiling with, any Governmental Authorities is required, or any of the material businesses actions, consents, approvals or assets of the Company or its Subsidiaries. Each of the Parties will have the right waivers are required to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted be obtained from parties to any third party or any Governmental or Regulatory Authorities contracts, in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each consummation of the parties will act reasonably transactions contemplated by this Agreement, and as promptly as practicablein seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Subject to the terms Seller and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and Parent shall use Buyer will (a) ------------------------------ take all commercially reasonable efforts tosteps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable, (a) 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 public or private third parties Bodies (except for the FCC Applications (as defined below)) required of Parent, the Company such parties or any of their Subsidiaries Affiliates to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third Bodies as such parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties Bodies may reasonably request in connection therewiththerewith and (c) cooperate with each other as promptly as practicable in connection with the foregoing. Each party hereto will provide prompt notification to the other party hereto or its Affiliates 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 other party hereto of any communications (and, unless precluded by Law, provide copies to each other party hereto of any such communications that are in writing, other than the filings under the HSR Act described below) with any Governmental or Regulatory Body regarding any of the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each Seller and Buyer will within ten (10) calendar days of the parties will exercise of the Option (xa) take promptly all actions necessary to make the filings required of Parent and the Company each of them or their Affiliates under the HSR Act, (yb) comply at the earliest practicable date with any request for additional information received by such party each of them or its their Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, Act and (zc) cooperate with the each other party in connection with such party’s filings any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTCFederal Trade Commission, the Antitrust Division or any state of the Department of Justice or state attorney attorneys general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable.

Regulatory and Other Approvals. Subject to the terms and ------------------------------ conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Agreement, each of the Company MAI and Parent shall use commercially reasonable efforts DHS will proceed diligently and in good faith to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of ParentDHS, the Company MAI or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (xi) take promptly all actions necessary to make the any filings (if any) legally required of Parent DHS and the Company MAI or their respective Affiliates under the HSR ActAct as soon as practicable but in no event later than thirty (30) days after the date hereof, (yii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “"FTC”") or the Antitrust Division of the Department of Justice (the “"Antitrust Division”") pursuant to the HSR Act, and (ziii) cooperate with the other party in connection with such party’s 's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTC, FTC or the Antitrust Division or any state or state attorney attorneys general. Notwithstanding Without limiting the generality of the foregoing, the Company DHS and MAI shall nottogether, without Parent’s prior written consentor pursuant to an allocation of responsibility to be agreed between them, commit to any divestiture transaction, coordinate and Parent shall not be required to divest or hold separate or otherwise take or commit to take cooperate in determining whether any action that limits its freedom of action with by or in respect toof, or its ability to retain the Companyfiling with, any Governmental Authorities is required, or any of the material businesses actions, consents, approvals or assets of the Company or its Subsidiaries. Each of the Parties will have the right waivers are required to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted be obtained from parties to any third party or any Governmental or Regulatory Authorities contracts, in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each consummation of the parties will act reasonably transactions contemplated by this Agreement, and as promptly as practicablein seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Regulatory and Other Approvals. Subject (a) During the Interim Period, each Party shall cooperate with the other Party and shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate the Transactions, including (i) making or causing to be made the filings required of such Party or any of its Affiliates by Law with respect to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and Parent shall use commercially reasonable efforts toTransactions, as promptly as practicableis reasonably practicable (and, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Parent, the Company or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant respect to the HSR Act, and in any event within 10 Business Days after the Signing Date), (zii) cooperate cooperating with the other party Party and furnishing to the other Party all information in such Party’s possession that is necessary in connection with such partyother Party’s filings filings, (iii) causing the expiration or termination of the notice or waiting periods under the HSR Act and any other Laws with respect to the Transactions as promptly as is reasonably practicable after the Signing Date, (iv) promptly informing the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority with respect to any such filings, and permitting the other Party to review in advance any proposed communication by such Party to any Governmental Authority with respect to any such filings, (v) consulting and cooperating with the other Party in connection with resolving any investigation analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or other inquiry concerning the Merger submitted by or the other transactions contemplated by this Agreement commenced by on behalf of any of the FTCParty in connection with any meetings or communications with, the Antitrust Division or Actions involving, any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit Governmental Authority with respect to any divestiture transactionsuch filings, and Parent shall not be required to divest or hold separate or otherwise take or commit to take (vi) complying, as promptly as is reasonably practicable, with any action that limits its freedom of action with respect to, or its ability to retain the Company, requests received from a Governmental Authority by such Party or any of its Affiliates under the material businesses HSR Act or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable any other Laws relating to the exchange of for additional information, documents or other materials with respect to all written information submitted any such filings and (vii) resolving any formal or informal objections of any Governmental Authority with respect to any third party such filings or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicableTransactions.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3other Transaction Documents, each of the Company MedClean and Parent shall BMTS will use commercially reasonable efforts to do. or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (each a Governmental or Regulatory Authorities Entity) or any other public or private third parties required of Parent, the Company MedClean or any of their Subsidiaries BMTS to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other public or private third parties as the other party hereto or such Governmental or Regulatory Authorities Entities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (xa) take promptly all actions necessary to make the filings required of Parent and the Company MedClean or BMTS or their Affiliates affiliates under the HSR ActHxxx-Xxxxx-Xxxxxx Act and under comparable merger notification or competition laws of non-U.S. jurisdictions, (yb) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR ActHxxx-Xxxxx-Xxxxxx Actor the authorities of such other jurisdictions, and (zc) cooperate with the other party in connection with such party’s filings under the HSR Hxxx-Xxxxx-Xxxxxx Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions matters contemplated by this Agreement commenced by any of the FTC, the Antitrust Division Division, state attorneys general or any state or state attorney generalother Governmental Entity. Notwithstanding In furtherance and not in limitation of the foregoingcovenants in this Section 3.7 MedClean and BMTS shall each use all reasonable efforts to resolve such objections, the Company shall notif any, without Parent’s prior written consent, commit as may be asserted with respect to any divestiture transactiontransactions contemplated by this Agreement by any Governmental Entity. If any administrative, and Parent shall not judicial or legislative action or proceeding is threatened to be required to divest or hold separate or otherwise take or commit to take instituted by any action that limits its freedom of action with respect to, or its ability to retain the Company, or such authority challenging any of the material businesses transactions contemplated by this Agreement. MedClean and BMTS will each cooperate to contest and resist the institution of any such action or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicableproceeding.

Regulatory and Other Approvals. Subject to the terms Seller and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and Parent shall use Buyer will (a) take all commercially reasonable efforts tosteps -------------------------------- necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable, (a) 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 public or private third parties Bodies (except for the FCC Applications (as defined below)) required of Parent, the Company such parties or any of their Subsidiaries Affiliates to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third Bodies as such parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties Bodies may reasonably request in connection therewiththerewith and (c) cooperate with each other as promptly as practicable in connection with the foregoing. Each party hereto will provide prompt notification to the other party hereto or its Affiliates 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 other party hereto of any communications (and, unless precluded by Law, provide copies to each other party hereto of any such communications that are in writing, other than the filings under the HSR Act described below) with any Governmental or Regulatory Body regarding any of the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each Seller and Buyer will within ten (10) calendar days of the parties will exercise of the Option (xa) take promptly all actions necessary to make the filings required of Parent and the Company each of them or their Affiliates under the HSR Act, (yb) comply at the earliest practicable date with any request for additional information received by such party each of them or its their Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, Act and (zc) cooperate with the each other party in connection with such party’s filings any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTCFederal Trade Commission, the Antitrust Division or any state of the Department of Justice or state attorney attorneys general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable.

Regulatory and Other Approvals. Subject to the terms Sellers using commercially reasonable efforts to co-operate with the Purchaser, Purchaser will and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and Parent shall agrees to use commercially reasonable efforts toto ensure that AMRI will (a) proceed diligently, expeditiously and in good faith obtain as promptly as practicable, (a) obtain practicable all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other public or private third parties person required of Parent, the Company or any of their Subsidiaries Purchaser to consummate the Merger and the other transactions contemplated herebyhereby and by the Ancillary Agreements, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties persons as the other party or such Governmental or Regulatory Authorities or other public or private third parties persons may reasonably request in connection therewith. In addition , and (c) provide reasonable cooperation to the Sellers, the Company and not its Subsidiaries in limitation 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 foregoingSellers, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under any of its Subsidiaries to consummate the HSR Acttransactions contemplated hereby and by the Ancillary Agreements. Purchaser will and agrees to use commercially reasonable efforts to ensure that AMRI will provide prompt notification to the Sellers when any such consent, approval, action, filing or notice referred to in clause (ya) comply at above is obtained, taken, made or given, as applicable, and will advise the earliest practicable date Sellers of any communications (and, unless precluded by law, provide copies of any such communications that are in writing) with any request for additional information received by such party Governmental or its Affiliates from the Federal Trade Commission (the “FTC”) Regulatory Authority or the Antitrust Division other person regarding any of the Department of Justice (the “Antitrust Division”) pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party’s filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicableAncillary Agreements.

Regulatory and Other Approvals. Subject (a) During the Interim Period, but subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Section 7.02(c), each of Party shall cooperate with the Company other Parties and Parent shall use use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts toto take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate the Transactions, including (i) making or causing to be made the filings required of such Party or any of its Affiliates by Law with respect to the Transactions, as promptly as practicableis reasonably practicable (and, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Parent, the Company or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) pursuant respect to the HSR Act, and in any event within ten Business Days after the Signing Date), (zii) cooperate cooperating with the other party Parties and furnishing to the other Parties all information in such Party’s possession that is necessary in connection with any such partyother Party’s filings filings, (iii) promptly informing the other Parties of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority with respect to any such filings, and permitting the other Parties to review in advance any proposed substantive communication by such Party to any Governmental Authority with respect to any such filings, (iv) consulting and cooperating with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or submitted by or on behalf of any Party in connection with any meetings or communications with, or Actions involving, any Governmental Authority with respect to any such filings, (v) making an appropriate response, as promptly as is reasonably practicable, to any requests received from a Governmental Authority by such Party or any of its Affiliates under the HSR Act and in connection with resolving or any investigation other Laws for additional information, documents or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of the FTC, the Antitrust Division or any state or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, materials with respect to all written information submitted any such filings and (vi) resolving any formal or informal objections of any Governmental Authority with respect to any third party such filings or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicableTransactions.

Regulatory and Other Approvals. Subject to the terms and ------------------------------ conditions of this Agreement and without limiting the provisions of Sections 6.2 and 6.3Agreement, each of the Company MAI and Parent shall use commercially reasonable efforts DHS will proceed diligently and in good faith to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of ParentDHS, the Company MAI or any of their respective Subsidiaries to consummate the Merger and the other transactions contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (xi) take promptly all actions necessary to make the any filings (if any) legally required of Parent DHS and the Company MAI or their respective Affiliates under the HSR ActAct as soon as practicable but in no event later than thirty (30) days after the date hereof, (yii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the “"FTC”") or the Antitrust Division of the Department of Justice (the “"Antitrust Division”") pursuant to the HSR Act, and (ziii) cooperate with the other party in connection with such party’s 's filings (if any) under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by any of either the FTC, FTC or the Antitrust Division or any state or state attorney attorneys general. Notwithstanding Without limiting the generality of the foregoing, the Company DHS and MAI shall nottogether, without Parent’s prior written consentor pursuant to an allocation of responsibility to be agreed between them, commit to any divestiture transaction, coordinate and Parent shall not be required to divest or hold separate or otherwise take or commit to take cooperate in determining whether any action that limits its freedom of action with by or in respect toof, or its ability to retain the Companyfiling with, any Governmental Authorities is required, or any of the material businesses actions, consents, approvals or assets of the Company or its Subsidiaries. Each of the Parties will have the right waivers are required to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted be obtained from parties to any third party or any Governmental or Regulatory Authorities contracts, in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each consummation of the parties will act reasonably transactions contemplated by this Agreement, and as promptly as practicablein seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.