Common use of Certain Filings, Etc Clause in Contracts

Certain Filings, Etc. Each of the Sellers and Buyer shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties to any Material Company Contracts, in connection with the consummation of the Contemplated Transactions, and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that nothing in this Agreement shall obligate or be construed to obligate any Acquired Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Material Company Contract; provided, further, that the obtaining of any such consents, approvals or waivers shall not be deemed to be conditions to the obligations of the parties to consummate the Contemplated Transactions unless set forth on Section 5.10

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Providence Service Corp), Membership Interest Purchase Agreement (Molina Healthcare Inc)

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Certain Filings, Etc. Each of the Sellers Seller, each Acquired Company and the Buyer shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties to any Material Company Leases or Contracts, in connection with the consummation of the Contemplated Transactions, Transactions and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that nothing in this Agreement shall obligate or be construed to obligate the Seller or any Acquired Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Material Company Lease or Contract; provided, further, . The parties acknowledge and agree that the obtaining of any such actions, consents, approvals or waivers shall will not be deemed to be conditions a condition to the obligations obligation of the parties any party to consummate the Contemplated Transactions unless set forth on Section 5.10at the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Solera Holdings, Inc)

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Certain Filings, Etc. Each of Parent and the Sellers and Buyer Company shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties to any Material Company Contracts, in connection with the consummation of the Contemplated Transactions, Transactions and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that nothing in this Agreement shall obligate or be construed to obligate any Acquired Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Material Company Contract; provided, further, that the obtaining of any such consents, approvals or waivers shall not be deemed to be conditions to the obligations of the parties to consummate the Contemplated Transactions unless set forth on Section 5.10Transactions.

Appears in 1 contract

Samples: Merger Agreement (Amn Healthcare Services Inc)

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