Common use of Certain Consents Clause in Contracts

Certain Consents. Buyer and Merger Sub acknowledge that certain consents to the transactions contemplated by this Agreement may be required from parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party and that such consents have not been obtained and may not be obtained. Buyer and Merger Sub agree that none of the Company Group or any Securityholder shall have any liability whatsoever to the Buyer Indemnitees (and the Buyer Indemnitees shall not be entitled to assert any claims) 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 contemplated by this Agreement or because of the default, acceleration or termination of or loss of right under any such contract or other agreement as a result thereof. Buyer and Merger Sub further agree that no representation, warranty or covenant of any member of the Company Group contained herein shall be breached or deemed breached and no condition of Buyer shall be deemed not to be satisfied as a result of the failure to obtain any consent or as a result of any such default, acceleration or termination or loss of 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 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 such 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 and Merger Sub acknowledge (i) The Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from 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 2.11) and that such consents have not been obtained and may not be obtained. Buyer and Merger Sub agree The Purchaser agrees that none neither the Company nor any of the Company Group or Sellers nor any Securityholder of the Blocker Corps shall have any liability whatsoever to the Buyer Indemnitees Purchaser (and the Buyer Indemnitees Purchaser shall not be entitled to assert any claims) 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 contemplated by this Agreement or because of the default, acceleration or termination of or loss of right under any such contract or other agreement as a result thereof. Buyer and Merger Sub The Purchaser further agree agrees that no representation, warranty or covenant of the Company or any member of the Company Group Sellers or any of the Blocker Corps contained herein shall be breached or deemed breached and no condition of Buyer the Purchaser shall be deemed not to be satisfied as a result of the failure to obtain any consent or as a result of any such default, acceleration or termination or loss of 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 consent or any such default, acceleration or termination or loss of right. Any cooperation furnished by At the Purchaser’s written request prior to the Closing, the Company Group to Buyer and Merger Sub shall cooperate with the Purchaser in any reasonable manner in connection with the Purchaser’s obtaining or pursuing any such consents will consents; provided, that such cooperation shall not include any requirement of the Company, any of its Subsidiaries, Subsidiaries or any Securityholder of the Sellers or Blocker Corps to expend money, commence any litigation or arbitration proceeding, proceeding or offer or grant any accommodation (financial or otherwise) to any third party. This Section 12.09(a) shall not limit the Company’s obligations with respect to the Release Letters. (j) AQ Seller shall either (i) on or prior to Closing, transfer its rights under the agreements listed on Schedule 12.09(b) to the Company or (ii) to the extent any of such agreements relate to both the SRO Business and the remaining businesses of AQ Holdings and its Subsidiaries (other than the Company and its Subsidiaries), cooperate with the Purchaser in any commercially reasonable manner in connection with the Purchaser’s efforts to arrange discussions and participate in negotiations with the counterparties to such agreements to enter into separate agreements with the Company or its Subsidiaries; provided that such cooperation shall not include any requirement of AQ Seller to expend money, commence any litigation or arbitration proceeding or offer or grant any accommodation (financial or otherwise) to any third party; provided further that any such discussions or negotiations will be initiated by contact from the Company, and not the Purchaser, to such counterparty. To the extent that any such agreement cannot be so transferred without obtaining the consent of any party thereto (other than the AQ Seller or its Affiliates) and either such consent is not obtained or the counterparty to such agreement does not agree to enter into a substantially similar agreement with the Company or its Subsidiaries, AQ Seller will cooperate in a commercially reasonable manner with the Purchaser in any lawful and economically feasible arrangement to provide that the Company shall receive the interest of AQ Seller in all benefits under any such agreement (to the extent such benefits relate to the SRO Business), including without limitation performance by AQ Seller as agent if economically feasible; provided, however, that the Purchaser shall undertake to pay or satisfy all corresponding Liabilities under such agreement (to the extent such Liabilities relate to the SRO Business), in each case, to the extent the Company or its Subsidiaries would have been responsible therefor if such transfer had been consummated as of the Closing Date. The obligations of AQ Seller under this Section 12.09(b) shall terminate and cease to have effect on the date that is the earlier of ninety (90) days following the Closing Date and the expiration or termination of such agreement in accordance with its terms. Each of AQ Seller and the Purchaser shall indemnify the other party for Losses such party or its Affiliates suffer as a result of any breach of any such agreement by such party.

Certain Consents. Buyer and Merger Sub expressly acknowledge and agree that certain consents to the transactions contemplated by this Agreement 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 none 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 Company Group or any Securityholder shall 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 Indemnitees (and the Buyer Indemnitees shall 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 contemplated by this Agreement 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 thereofof the Closing and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and Merger Sub further agree that 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 any member of the Company Group contained herein shall will be breached or deemed breached and no condition of Buyer shall 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. Any cooperation furnished by the Company Group to Buyer and Merger Sub in obtaining or pursuing any such 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. Upon Buyer's written request, the Company will, or will cause its Subsidiaries to, use commercially reasonable efforts to deliver any required notice and seek all necessary consents and approvals from third parties as are required to be obtained from or made to parties to contracts or other agreements to which the Company or its Subsidiaries are a party. Buyer and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that certain notices, consents or approvals with respect to the transactions contemplated by this Agreement 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 notices, consents and approvals have not been obtained delivered or obtained, as applicable, as of the date of this Agreement and may not be delivered or obtained. Buyer and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that none that, notwithstanding anything else in this Agreement, subject to the accuracy of and the Company's compliance with each of, as applicable, Section 3.02(c), Section 9.03, this Section 9.04, Section 9.05(a), and its other covenants and agreements to cooperate with Buyer and seek any other reasonable and appropriate consents or other approvals provided herein, neither the Company nor any of the Company Group or any Securityholder shall Seller Parties will have any liability whatsoever to the Buyer Indemnitees (or Merger Sub, and the Buyer Indemnitees shall and Merger Sub will not be entitled to assert any claims) claims against any Seller Party, in each case, arising out of or relating to the failure to deliver or obtain any notices, consents or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement 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 thereof. Buyer solely and Merger Sub further agree that no representation, warranty or covenant of any member of the Company Group contained herein shall be breached or deemed breached and no condition of Buyer shall be deemed not to be satisfied directly as a result of the failure to obtain any consent or as a result of any such default, acceleration or termination or loss of right or any action commenced or threatened by or on behalf of any Person arising out of or relating to Closing and the failure to deliver or obtain any such notice, consent or any such defaultapproval, acceleration or termination or loss of right. Any cooperation furnished by unless (and only to the extent that) the Company Group shall have breached its applicable obligations hereunder. Notwithstanding the foregoing, nothing in this Section 9.04 is intended to Buyer and abrogate, limit or in any way impair Buyer's or Merger Sub in obtaining or pursuing any such 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 partySub's rights under Article VII.

Certain Consents. Buyer knowingly, willingly, irrevocably, and Merger Sub acknowledge expressly acknowledges and agrees that certain consents to the transactions contemplated by this Agreement Transactions may be required from the parties to the contracts or other agreements to which the Company or one of its Subsidiaries is a party 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 agree that none expressly acknowledges and agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Sellers’ compliance with Section 10.03 in all material respects, neither the Company nor any of the Company Group or any Securityholder shall Seller Parties will have any liability whatsoever to Buyer, including, for the avoidance of doubt, through any reduction in, or deduction from, the 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 Indemnitees (and the Buyer Indemnitees shall 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 contemplated by this Agreement Transactions (other than the Antitrust 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 thereofof the Closing and the failure to obtain any such consent. Further, Buyer knowingly, willingly, irrevocably, and Merger Sub further agree that expressly acknowledges and agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Sellers’ compliance with Section 10.02(a) in all material respects, no representation, warranty or covenant of any member of the Company Group contained herein shall will be breached or deemed breached and no condition of Buyer shall 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. Any cooperation furnished by the Company Group to Buyer and Merger Sub in obtaining or pursuing any such 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 and Merger ▇▇▇▇▇▇ Sub expressly acknowledge and agree that certain consents to the transactions contemplated by this Agreement Transactions may be required from Governmental Bodies or parties to contracts or other agreements Contracts to which the Company or one of its Subsidiaries Subsidiary is a party (including the Contracts set forth on Schedule 3.11 of the Disclosure Schedule) 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 none that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with Section 9.03 in all material respects, neither the Company nor any of the Company Group or any Securityholder shall 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 Indemnitees (and the Buyer Indemnitees shall 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 contemplated by this Agreement Transactions (other than pursuant to the HSR Act) or because of the default, acceleration or termination of or loss of any right under any such contract or other agreement Contract as a result thereofof the Closing and the failure to obtain any such consent. Further, the Buyer Parties expressly acknowledge and Merger Sub further agree that that, notwithstanding anything else in this Agreement, subject to the Company’s compliance with Section 9.03 in all material respects, no representation, warranty or covenant of any member of the Company Group contained herein shall will be breached or deemed breached and no condition of Buyer shall 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. Any cooperation furnished by Notwithstanding the Company Group foregoing, nothing contained in this Section 9.04 is intended to Buyer and Merger Sub in obtaining or pursuing any such consents will not include any requirement of modify the Company, any of its Subsidiaries, or any Securityholder ’s obligations pursuant to expend money, commence any litigation or arbitration proceeding, or offer or grant any accommodation (financial or otherwise) to any third partySection 7.02(d).

Certain Consents. Buyer knowingly, willingly, irrevocably, and Merger Sub acknowledge expressly acknowledges and agrees that certain consents to the transactions contemplated by this Agreement 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 agree that none expressly acknowledges and agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Seller’s compliance with Sections 6.03, 6.06 and 10.03 in all material respects, neither the Company nor any of the Company Group or any Securityholder shall Seller Parties will have any liability whatsoever to Buyer, including, for the avoidance of doubt, through any reduction in, or deduction from, the Purchase Price (whether through any increase in Closing Indebtedness or Transaction Expenses or any decrease in Closing Net Working Capital or otherwise), and Buyer Indemnitees (and the Buyer Indemnitees shall 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 contemplated by this Agreement Transactions (other than pursuant to the HSR Act) 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 thereof. Buyer and Merger Sub further agree that no representation, warranty or covenant of any member of the Company Group contained herein shall be breached or deemed breached Closing and the failure to obtain any such consent. Further, Buyer knowingly, willingly, irrevocably, and expressly acknowledges and agrees that, notwithstanding anything else in this Agreement, subject to the Company’s and Seller’s compliance with Sections 6.03, 6.06 and 10.03 in all material respects, no condition of Buyer shall 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. Any cooperation furnished by the Company Group to Buyer and Merger Sub in obtaining or pursuing any such 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.