Common use of Regulatory and Other Authorizations; Consents Clause in Contracts

Regulatory and Other Authorizations; Consents. (a) Each party hereto will use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will reasonably cooperate with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days of the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders and approvals.

Regulatory and Other Authorizations; Consents. (a) Each party The parties hereto will shall use its their respective reasonable best efforts to obtain all the authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement Agreement, subject to the further provisions of this Section 7.4. If required by the HSR Act and will reasonably cooperate with if the other parties in promptly seeking appropriate filing of a Notification and Report Form For Certain Mergers and Acquisitions pursuant to obtain all such authorizationsthe HSR Act has not been filed prior to the date hereof, consents, orders and approvals. Each each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act For Certain Mergers and Acquisitions with respect to the transactions contemplated hereby Transaction within five (5) Business Days of after the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizationsapprovals and shall promptly respond to any requests for additional information or objections from any Governmental Body or filings in respect thereof, consentsincluding using reasonable best efforts to take all such action as may reasonably be necessary to resolve such objections, orders if any, as may be asserted by any Governmental Body with respect to the Transaction. The Purchaser shall pay all filing and approvalsrelated fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each of the Company and the Purchaser hereby covenants and agrees to use its reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the FTC, the Antitrust Division of the United States Department of Justice or any other Governmental Body, as applicable, for the Transaction as may be necessary to secure termination of such waiting periods or obtain such approval. The Company and the Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. The Purchaser further agrees to take such action (including agreeing to hold separate or to divest any of the businesses, products or assets of the Purchaser, any of the Company Subsidiaries and their respective Affiliates) as may be required (i) by the applicable Governmental Body in order to resolve such objections as such Governmental Body may have to the Transaction under Applicable Law, or (ii) by any court or similar tribunal, in any Action brought by a private party or Governmental Body challenging the Transaction as violative of any Applicable Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the Transaction. For the avoidance of doubt, the Purchaser shall take any and all actions necessary in order to ensure that (i) no requirement for a waiver, consent or approval of the FTC, the Antitrust Division of the United States Department of Justice or other Governmental Body, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any Action, and (iii) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction.

Regulatory and Other Authorizations; Consents. (a1) Each party hereto will use its all reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, (including, without limitation, any required approvals of the Massachusetts Insurance Division or the Pennsylvania Insurance Department), and will reasonably cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, subject to the proviso in Section 5.05(b). Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days of as soon as reasonably practicable after the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers Purchaser agrees to promptly make its initial filing pursuant to Massachusetts Insurance Code Section 206 and Regulation 211 CMR 7 under the Purchaser shall cooperate with each other in connection with Massachusetts Insurance Code (the making "Form A Filing") upon the execution ------------- of all such filings or responses (unless this Agreement and to supply promptly any additional information and documentary material that may be requested by the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested Massachusetts Insurance Division in connection therewith. Each party The Purchaser agrees to provide a draft of the Form A Filing to the Seller for its review and to consult with the Seller relating to any issues arising as a result of the Seller's review, prior to the submission of the Form A Filing by the Purchaser to the Massachusetts Insurance Division; provided that such consultation does not delay the timely filing of the Form A Filing or any amendments or supplements thereto and it being agreed that the final determination as to the content of the Form A Filing or any amendments or supplements thereto shall promptly notify remain with the Purchaser. The Purchaser agrees to provide the Seller with a copy of the Form A Filing and each amendment or supplement thereto in final form upon the submission thereof to the Massachusetts Insurance Division. The Seller and the Purchaser each agree to make all other party appropriate filings with the Massachusetts Insurance Division and such other filings as may be required under the insurance laws of any communication to that party from any Governmental Agency and (unless other state or jurisdiction in which the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereatCompany does business. The parties hereto will not knowingly take any action that will have the effect of materially delaying, impairing or impeding the receipt of any required authorizations, consents, orders and approvals.

Regulatory and Other Authorizations; Consents. (a) Each party of the parties hereto will shall cooperate and use its commercially reasonable best efforts (which reasonable efforts expressly exclude, except to the extent 26 provided for in the DIP Budget, any obligation on Seller’s part to pay any fee or other amount to any third party for its consent, waiver, authorization or the like) to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and to continue the conduct of the Business by Purchaser following Closing, (ii) obtain all authorizations, any consents, licenses, permits, waivers, approvals, authorizations or orders and approvals of all Governmental Authorities and other Persons that may required to be obtained or become necessary for made in connection with the authorization, execution and delivery ofof this Agreement, to the extent that the need for the same is not obviated by the entry of the Sale Order, the consummation of the transactions contemplated hereby, and the performance conduct of its obligations pursuant tothe Business by Purchaser following Closing and (iii) promptly make all filings and give any notice, and thereafter make any other submissions either required or reasonably deemed appropriate by each of the parties, with respect to this Agreement and will reasonably cooperate with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days and the conduct of the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers Business by Purchaser following Closing, including applicable securities Law, and the Purchaser rules and regulations of any stock exchange on which the securities of any of the parties are listed or quoted (including the NASDAQ as to Purchaser). (b) The parties hereto shall cooperate and consult with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so)and notices, including by providing copies of all such documents to the other non-filing party and its advisors a reasonable period of time prior to filing or responding andthe giving of notice to the extent practicable. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation and the transactions contemplated in this Agreement at the behest of any Governmental Body without the consent and agreement of the other parties to this Agreement, if requested, consider in good faith all reasonable additions, deletions which consent shall not be unreasonably withheld or changes suggested in connection therewithdelayed. Each party shall promptly notify inform the other party others of any material communication to that party from any Governmental Agency and (unless Body regarding any of the appropriate party has a reasonable basis not to do so) permit transactions contemplated by this Agreement. To the other extent practicable, no party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party this Agreement shall not agree to participate in any meeting with any Governmental Agency Body in respect of any filingsfiling with such body, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental AgencyBody, gives the other party the opportunity to attend and participate thereatat such meeting. The parties hereto will not take Notwithstanding anything to the contrary contained herein, nothing herein shall be construed to require Purchaser to provide Seller or any action that will have of its Affiliates with copies of, or approval over or any material related to any necessary or appropriate filings with any Governmental Body or self-regulatory organization other than as specifically relates to the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders and approvals.transactions contemplated hereby. 4.5

Regulatory and Other Authorizations; Consents. (a) Each party hereto will use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will reasonably cooperate with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days of the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so)responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each Each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders and approvals.

Regulatory and Other Authorizations; Consents. (a) Efforts. Each party hereto will use its all reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities U.S. federal, state and other Persons local regulatory bodies and officials that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Seller Ancillary Agreements and Purchaser Ancillary Agreements, as applicable, and will reasonably cooperate with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days of as promptly as is reasonably practicable after the date hereof (or as soon thereafter as practicable) and to use reasonable efforts to promptly supply promptly any additional information and documentary material that may be requested by any governmental authority pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizationsapprovals. Without limiting the generality of the parties' undertakings pursuant to this Section 5.04(a), consentsthe parties shall use all reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by the Federal Trade Commission, orders and approvalsthe Department of Justice or any other federal, state government or governmental authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the acquisition of the Purchased Assets in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation.

Regulatory and Other Authorizations; Consents. (a) Each party hereto will The Company, Parent and MergerCo shall use its their reasonable best efforts to obtain all the authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and will reasonably cooperate with the other parties in promptly seeking rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to obtain all such authorizationsthe HSR Act has not been filed prior to the date hereof, consents, orders and approvals. Each each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement within five (5) Business Days of after the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizationsapprovals and shall promptly respond to any requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each of Parent and MergerCo hereby covenants and agrees to use its best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), consentsthe Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, orders as applicable, for the Merger and approvalsthe other transactions contemplated hereby, including, without limitation, promptly entering into a consent decree or other arrangement with the FTC, DOJ or other Governmental Authority as may be necessary to secure termination of such waiting periods or obtain such approval or promptly offering to sell any of its assets or business as may be necessary to secure such termination. The parties will cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the non-filing or non-responding party and its advisors prior to filing or responding and to provide each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Consents. (a) Efforts. Each party hereto will use its all commercially reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities federal, state and other Persons local regulatory bodies and officials that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate fully with the other parties party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days of as promptly as is practicable after the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested by any governmental authority pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizationsapprovals. Without limiting the generality of the parties' undertakings pursuant to this Section, consentsthe parties shall use all commercially reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust or similar law by the Federal Trade Commission, orders the Department of Justice or any other United States federal or state, or non-U.S. government or governmental authority (an "ANTITRUST AUTHORITY") or any other party of any permanent or preliminary injunction or other order that would make consummation of the acquisition of the Purchased Assets in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any antitrust or similar law, each of the parties hereto shall cooperate and approvalsuse all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether 17 temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction, unless by mutual agreement the parties decide that litigation is not in their respective best interests.

Regulatory and Other Authorizations; Consents. (a) Each party hereto will The Company, Parent and MergerCo shall use its commercially reasonable best efforts to obtain all the authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement Agreement. If required by the HSR Act, and will reasonably cooperate with if the other parties in promptly seeking appropriate filing of a pre-merger notification and report form pursuant to obtain all such authorizationsthe HSR Act has not been filed prior to the date hereof, consents, orders and approvals. Each each party hereto agrees to make an appropriate filing of a Notification pre-merger notification and Report Form report form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement within five Business Days of (5) business days after the date hereof (or as soon thereafter as practicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Sellers and the Purchaser shall cooperate with each other in connection with the making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, each party shall not agree to participate in any meeting with any Governmental Agency in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizationsapprovals and shall promptly respond to any requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing and related fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each of Parent and MergerCo hereby covenants and agrees to use its commercially reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission, consentsthe Antitrust Division of the United States Department of Justice or any other Governmental Authority, orders as applicable, for the Merger and approvalsthe other transactions contemplated hereby.