Common use of Certain Consents Clause in Contracts

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree that certain consents to the Transactions may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer and Merger Sub expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, neither the Company nor any of the Seller Parties will have any liability whatsoever to Buyer or Merger Sub, including, for the avoidance of doubt, through any reduction in, or deduction from, the Base Merger Consideration in calculating the Merger Consideration (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will not be entitled to assert any claims, in each case, arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder Approval) or because of the default, acceleration or termination of or loss of any right under any such contract or other agreement as a result of the Closing and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of Buyer or Merger Sub will be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of any right.

Certain Consents. Buyer knowingly, willingly, irrevocably, and Merger Sub expressly acknowledge acknowledges and agree agrees that certain consents to the Transactions may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer knowingly, willingly, irrevocably, and Merger Sub expressly acknowledge acknowledges and agree agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Seller’s compliance with each of Section 9.03 Sections 6.03, 6.06 and Section 9.05(a) 10.03 in all material respects, neither the Company nor any of the Seller Parties will have any liability whatsoever to Buyer or Merger SubBuyer, including, for the avoidance of doubt, through any reduction in, or deduction from, the Base Merger Consideration in calculating the Merger Consideration Purchase Price (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement), and Buyer and Merger Sub will not be entitled to assert any claims, in each case, arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder ApprovalAct) or because of the default, acceleration or termination of or loss of any right under any Contract requiring such contract or other agreement consent as a result of the Closing and the failure to obtain any such consent. Further, the Buyer Parties knowingly, willingly, irrevocably, and expressly acknowledge acknowledges and agree agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Seller’s compliance with each of Section 9.03 Sections 6.03, 6.06 and Section 9.05(a) 10.03 in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of Buyer or Merger Sub will be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination or loss of any right or any action Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of any right.

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree that certain consents Notwithstanding anything to the Transactions may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer and Merger Sub expressly acknowledge and agree that, notwithstanding anything else contrary in this Agreement, subject this Agreement shall not constitute an agreement to assign or transfer any interest in any Contract, Lease, Agreement or other instrument or arrangement or any claim, right or benefit, or an agreement to assume any liability, obligation or commitment arising thereunder or resulting therefrom, if an assignment or transfer or an attempt to make such an assignment or transfer without the Company’s compliance with each Consent of Section 9.03 and Section 9.05(a) in all material respectsa third party would constitute a breach or violation thereof or a breach of Law, neither or affect adversely the Company nor any rights of the Seller Parties will have any liability whatsoever to Buyer or Merger Subthe Seller, includingor Aptus thereunder; and,any transfer or assignment to, for the avoidance or any assumption by, Buyer of doubt, through any reduction interest in, or deduction fromliability, obligation or commitment under, any such Contract, Lease, Agreement or other instrument or arrangement that requires the Base Merger Consideration in calculating the Merger Consideration (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will not Consent of a third party shall be entitled made subject to assert any claims, in each case, arising out of or relating such Consent being obtained. Prior to the failure Closing, each party will use all reasonable efforts and cooperate in obtaining all Consents necessary to obtain effect the transfer of all such Contracts, Leases, Agreements and other instruments and arrangements as contemplated hereby, provided that, neither party shall be required to pay or commit to pay any consents that may have been amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required in connection with the Transactions (other than pursuant nominal governmental filing fees payable to any governmental authority or any fees which may be imposed under Section 3.10.3). In the event any such Consent is not obtained on or prior to the HSR Act Closing Date, the parties will cooperate in any lawful and reasonable arrangement to provide that the Necessary Stockholder Approval) or because of Buyer shall receive the default, acceleration or termination of or loss of any right benefits under any such contract Contract, Lease, Agreement or other agreement as a result of instrument or arrangement not assigned and transferred at the Closing and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of Buyer or Merger Sub will be deemed not to be satisfied as a result by reason of the failure to obtain such Consent (a "Non- Transferred Instrument"), including, if necessary, at the request and expense of Buyer, enforcing performance by any third party of its obligations in respect of such consent or as a result Non-Transferred Instrument; provided that Seller shall bear the expense of any such default, acceleration or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating enforcement to the extent it relates to Seller's failure to obtain any such consent prior to Closing; and provided that, to the extent the parties are successful in providing the benefits of such Non- Transferred Instruments to the Buyer, the Buyer will pay, honor and discharge when due all liabilities, obligations and commitments of the Seller or Aptus related thereto to the extent due to the operations of Aptus conducted after the Closing Date. Seller shall use reasonable efforts to obtain any such default, acceleration or termination or loss consents necessary with respect to the transfer of any rightPermits. Primary responsibility shall rest with Seller and Buyer agrees to fully cooperate.

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree Purchaser acknowledges that certain consents to the Transactions transactions contemplated by this Agreement may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including or from Governmental Authorities to which the agreements set forth on Schedule 3.11) Company or one of its Subsidiaries is subject, and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer and Merger Sub expressly acknowledge and agree thatPurchaser agrees that none of Sellers, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, neither the Company nor or any Subsidiary of the Seller Parties will Company shall have any liability whatsoever to Buyer or Merger Sub, including, for the avoidance of doubt, through any reduction in, or deduction from, Purchaser Indemnified Persons (and the Base Merger Consideration in calculating the Merger Consideration (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will Purchaser Indemnified Persons shall not be entitled to assert any claims, in each case, ) arising solely out of or relating solely to the failure to obtain any such consents that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder Approval) transactions contemplated by this Agreement or because of the default, acceleration of obligation or termination of or loss of any right under any such contract or other agreement as a result of the Closing thereof and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and that no condition of Buyer or Merger Sub will Purchaser shall be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration of obligation or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of right. Any cooperation furnished by the Company and its Subsidiaries to Purchaser in obtaining or pursuing any rightsuch consents will not include any requirement of the Company, any of its Subsidiaries, or any Seller to expend money, commence any litigation or arbitration proceeding, or offer or grant any accommodation (financial or otherwise) to any third party.

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree that certain consents Notwithstanding anything to the Transactions contrary in this ---------------- Agreement, this Agreement shall not constitute an agreement to assign or transfer any interest in any customer purchase order, Contract, License, Permit or other instrument or arrangement or any claim, right or benefit, or an agreement to assume any liability, obligation or commitment arising thereunder or resulting therefrom, if an assignment or transfer or an attempt to make such an assignment or transfer without the Consent of a third party would constitute a breach or violation thereof or a breach of Law, or affect adversely the rights of Buyer or Seller thereunder and such Consent cannot by Law or despite all necessary and appropriate efforts (other than the payment of money to any third party or the amendment of the terms of such Contract, License, Permit or other instrument or arrangement in any material respect) be obtained; and any transfer or assignment to, or any assumption by, Buyer of any interest in, or liability, obligation or commitment under, any such customer purchase order, Contract, License, Permit or other instrument or arrangement that requires the Consent of a third party shall be made subject to such Consent being obtained. Prior to the Closing, each Party (as hereinafter defined) shall use all reasonable efforts and cooperate in obtaining all Consents necessary to effect the transfer of all such customer purchase orders, Contracts, Licenses, Permits and other instruments and arrangements as contemplated hereby; provided, however, that -------- ------- neither Party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer and Merger Sub expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, neither the Company nor any of the Seller Parties will have any liability whatsoever to Buyer or Merger Sub, including, for the avoidance of doubt, through any reduction in, or deduction from, the Base Merger Consideration in calculating the Merger Consideration (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will not be entitled to assert any claims, in each case, arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Transactions (other than pursuant nominal governmental filing fees payable to any Governmental Authority). In the event any such Consent is not obtained on or prior to the HSR Act Closing, the Parties shall cooperate, for a period of one year following the Closing Date, in any lawful and reasonable arrangement to provide that Buyer shall receive the Necessary Stockholder Approval) or because of the default, acceleration or termination of or loss of any right benefits under any such contract customer purchase orders, Contracts, Licenses, Permits or other agreement as a result of instrument or arrangement not assigned and transferred at the Closing and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of Buyer or Merger Sub will be deemed not to be satisfied as a result by reason of the failure to obtain such Consent (a "Non-Transferred Instrument"), including, if necessary, at the request and expense of Buyer, enforcing performance by any third party of its obligations in respect of such consent or as a result Non-Transferred Instrument; provided, however, that Seller shall -------- ------- bear the expense of any such default, acceleration or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating enforcement to the extent it relates to Seller's failure to obtain any such consent Consent prior to the Closing or any to the extent such defaultexpense would have been the responsibility of Seller had the Consent been obtained; and provided further, acceleration or termination or loss that, to the extent the parties are successful -------- ------- in providing the benefits of any rightsuch Non-Transferred Instruments to Buyer, Buyer shall pay, honor and discharge when due all liabilities, obligations and commitments of Seller related thereto to the extent due to operations conducted after the Closing Date.

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree that certain consents Notwithstanding anything to the Transactions may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer and Merger Sub expressly acknowledge and agree that, notwithstanding anything else contrary in this Agreement, subject this Agreement shall not constitute an agreement to assign or transfer any interest in any Contract, Lease, Agreement or other instrument or arrangement or any claim, right or benefit, or an agreement to assume any liability, obligation or commitment arising thereunder or resulting therefrom, if an assignment or transfer or an attempt to make such an assignment or transfer without the Company’s compliance with each Consent of Section 9.03 and Section 9.05(a) in all material respectsa third party would constitute a breach or violation thereof or a breach of Law, neither or affect adversely the Company nor any rights of the Seller Parties will have any liability whatsoever to Buyer or Merger Subthe Seller, includingor Aptus thereunder; and any transfer or assignment to, for the avoidance or any assumption by, Buyer of doubt, through any reduction interest in, or deduction fromliability, obligation or commitment under, any such Contract, Lease, Agreement or other instrument or arrangement that requires the Base Merger Consideration in calculating the Merger Consideration (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will not Consent of a third party shall be entitled made subject to assert any claims, in each case, arising out of or relating such Consent being obtained. Prior to the failure Closing, each party will use all reasonable efforts and cooperate in obtaining all Consents necessary to obtain effect the transfer of all such Contracts, Leases, Agreements and other instruments and arrangements as contemplated hereby, provided that, neither party shall be required to pay or commit to pay any consents that may have been amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required in connection with the Transactions (other than pursuant nominal governmental filing fees payable to any governmental authority or any fees which may be imposed under Section 3.10.3). In the event any such Consent is not obtained on or prior to the HSR Act Closing Date, the parties will cooperate in any lawful and reasonable arrangement to provide that the Necessary Stockholder Approval) or because of Buyer shall receive the default, acceleration or termination of or loss of any right benefits under any such contract Contract, Lease, Agreement or other agreement as a result of instrument or arrangement not assigned and transferred at the Closing and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of Buyer or Merger Sub will be deemed not to be satisfied as a result by reason of the failure to obtain such Consent (a "Non- Transferred Instrument"), including, if necessary, at the request and expense of Buyer, enforcing performance by any third party of its obligations in respect of such consent or as a result Non-Transferred Instrument; provided that Seller shall bear the expense of any such default, acceleration or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating enforcement to the extent it relates to Seller's failure to obtain any such consent prior to Closing; and provided that, to the extent the parties are successful in providing the benefits of such Non- Transferred Instruments to the Buyer, the Buyer will pay, honor and discharge when due all liabilities, obligations and commitments of the Seller or Aptus related thereto to the extent due to the operations of Aptus conducted after the Closing Date. Seller shall use reasonable efforts to obtain any such default, acceleration or termination or loss consents necessary with respect to the transfer of any rightPermits. Primary responsibility shall rest with Seller and Buyer agrees to fully cooperate.

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree that certain consents to the Transactions transactions contemplated by this Agreement may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer and Merger Sub expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each that none of Section 9.03 and Section 9.05(a) in all material respects, neither the Company nor Group or any of the Seller Parties will Securityholder shall have any liability whatsoever to the Buyer or Merger Sub, including, for Indemnitees (and the avoidance of doubt, through any reduction in, or deduction from, the Base Merger Consideration in calculating the Merger Consideration (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will Indemnitees shall not be entitled to assert any claims, in each case, ) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder Approval) transactions contemplated by this Agreement or because of the default, acceleration or termination of or loss of any right under any such contract or other agreement as a result of the Closing thereof. Buyer and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and Merger Sub further agree that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with each of Section 9.03 and Section 9.05(a) in all material respects, that no representation, warranty or covenant of any member of the Company Group contained herein will shall be breached or deemed breached and no condition of Buyer or Merger Sub will shall be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of right. Any cooperation furnished by the Company Group to Buyer and Merger Sub in obtaining or pursuing any rightsuch consents will not include any requirement of the Company, any of its Subsidiaries, or any Securityholder to expend money, commence any litigation or arbitration proceeding, or offer or grant any accommodation (financial or otherwise) to any third party.

Certain Consents. Buyer knowingly, willingly, irrevocably, and Merger Sub expressly acknowledge acknowledges and agree agrees that certain consents to the Transactions may be required from Governmental Bodies or the parties to the contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) 3.11 and that such consents have not been obtained as of the date of this Agreement and may not be obtained. Buyer knowingly, willingly, irrevocably, and Merger Sub expressly acknowledge acknowledges and agree agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Sellers’ compliance with each of Section 9.03 and Section 9.05(a) 10.03 in all material respects, neither the Company nor any of the Seller Parties will have any liability whatsoever to Buyer or Merger SubBuyer, including, for the avoidance of doubt, through any reduction in, or deduction from, the Base Merger Consideration in calculating the Merger Consideration Purchase Price (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise) in accordance with this Agreement, and Buyer and Merger Sub will not be entitled to assert any claims, in each case, arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder ApprovalAntitrust Approvals) or because of the default, acceleration or termination of or loss of any right under any such contract or other agreement as a result of the Closing and the failure to obtain any such consent. Further, the Buyer Parties knowingly, willingly, irrevocably, and expressly acknowledge acknowledges and agree agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Sellers’ compliance with each of Section 9.03 and Section 9.05(a10.02(a) in all material respects, no representation, warranty or covenant of the Company contained herein will be breached or deemed breached and no condition of Buyer or Merger Sub will be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination or loss of any right or any action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of any right.