Common use of Consents and Governmental Authorizations Clause in Contracts

Consents and Governmental Authorizations. (a) Promptly after the date hereof, Seller and Buyer shall (i) use commercially reasonable efforts to give all notices required to be given to third parties in connection with the transactions contemplated hereby, (ii) use commercially reasonable efforts to obtain prior to the Closing all Consents and Governmental Authorizations identified or required to be identified on Schedule 4.3, and (iii) cooperate with and assist the other Party (including by providing to any Governmental Entity at the reasonable request of the other Party, information relating to such Party or its business or the Business, the Transaction Documents or the transactions contemplated thereby) in obtaining promptly, and in any event prior to Closing, all Consents and Governmental Authorizations identified or required to be identified on Schedule 4.3 and Schedule 5.3. Except as may be required pursuant to Section 6.21 in connection with the Lender Waiver, the foregoing shall not require any Party to make any payment to any Person in order to obtain any Consent with respect to any Purchased Contract. Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that Seller is responsible for obtaining the Lender Waiver and, unless otherwise agreed by Buyer, Buyer is not obligated to make any financial accommodation in connection with obtaining the Lender Waiver. (b) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign at Closing any Purchased Contract or any Claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof without the consent of a third party would constitute a breach or default thereof or give rise to a right of termination or cancellation thereunder (any such Contract, Claim or right that constitutes a Purchased Contract shall be referred to as a “Non-Assigned Contract,” provided that the Site Development and Incentive Agreement shall not constitute a Non-Assigned Contract). Seller and Buyer shall continue to use commercially reasonable efforts for one hundred and eighty (180) days following the Closing Date to obtain the Consents necessary to assign or transfer any of the Non-Assigned Contracts. After the Closing, Seller shall not modify, amend, terminate or renew any Non-Assigned Contract (except as may be expressly required by such Non-Assigned Contract) without first obtaining the written consent of Buyer (which consent may be withheld in Buyer’s sole discretion). If such Consent is obtained following Closing, within such one hundred and eighty (180) day period or thereafter, the applicable Non-Assigned Contract shall be deemed to have been automatically assigned and/or transferred to Buyer on the terms set forth in this Agreement with respect to the other Non-Assigned Contracts transferred and assumed at the Closing. If such Consent is not obtained, Seller and Buyer will cooperate with each other, in all commercially reasonable respects, to design an arrangement pursuant to which Buyer will receive all rights and benefits under such Non-Assigned Contract and, subject to receiving such rights and benefits, perform all of the obligations under such Non-Assigned Contract that are necessary for Buyer to be entitled to receive such rights and benefits. The Parties acknowledge and agree that (x) this Section 6.3(b) shall in no way diminish or negate the Parties’ respective obligations set forth in clauses (i), (ii) and (iii) in Section 6.3(a) and (y) the Non-Assigned Contracts constitute Purchased Contracts if and only if the arrangements and procedures agreed to by the Parties in this Section 6.3(b) provide Buyer the rights and benefits of any such Non-Assigned Contracts. (c) Buyer and Seller will, as promptly as practicable, but in no event later than fifteen (15) Business Days following the execution and delivery of this Agreement, file with the United States Department of Commerce Bureau of Industry and Security (“BIS”) a request to transfer License Number D405984 from Seller to Buyer, together with the necessary supporting documents, pursuant to Export Administration Regulations Section 750.10. If BIS requests additional information or documentation, Buyer and Seller shall use commercially reasonable efforts to promptly provide such requested information to BIS in order to facilitate obtaining a validated letter from BIS authorizing the transfer. (d) Promptly after the Closing, Seller and Buyer shall use commercially reasonable efforts to obtain the consent of the Charleston County Aviation Authority to satisfy all outstanding requirements of Special Condition h of Department of the Army Permit No. 2004-1N-402 (the “Wetlands Permit”), it being understood and agreed that the cooperation of the Charleston County Aviation Authority, as owner of the North Charleston Real Property, will be necessary in order to meet the requirements of Special Condition h. It is specifically agreed that Seller will use commercially reasonable efforts, at Buyer’s expense, to (i) make available to Buyer (and consent to any consultant disclosure to Buyer of) all files and current personnel necessary to its development of the application and plans for the Wetlands Permit and coordination and approval of such plans and terms with the Charleston County Aviation Authority and (ii) direct its applicable current personnel to assist Buyer in communications with the Charleston County Aviation Authority requesting approval and filing of papers necessary to satisfy Special Condition h. It is further understood and agreed that Buyer (i) shall be responsible for all costs of preparing and recording any necessary deed restrictive covenants or conservation easements in a form acceptable to the Department of the Army and (ii) shall be responsible for any costs of maintaining the preserved wetlands and upland buffers in compliance with all applicable Law following the Closing for so long as Buyer is a sub-tenant on the North Charleston Real Property.

Consents and Governmental Authorizations. (a) Promptly As promptly as practicable after the date hereofof this Agreement, Seller the Principal Stockholder shall cause the Company to, and Buyer the Company shall, and shall (i) cause each Subsidiary to, use its commercially reasonable efforts to (i) obtain all Consents set forth on Section 4.3(b) of the Disclosure Schedule, including, without limitation, all Governmental Authorizations necessary for the consummation by the Company and the Guarantors of the transactions contemplated by this Agreement and the other Company Transaction Documents, including, without limitation, the Distribution and (ii) give or make all notices registrations, notifications, filings and declarations set forth on Section 4.3(b) of the Disclosure Schedule, including, without limitation, all registrations, notifications, filings and declarations required to be given or made by the Company and the Subsidiaries pursuant to third parties applicable Laws in connection with order to consummate the transactions contemplated herebyby this Agreement and the other Company Transaction Documents, (ii) use including, without limitation, the Distribution. For purposes of this Section 6.4(a), the term "commercially reasonable efforts efforts" shall not include any obligation of the Company or any Subsidiary to obtain prior expend money (other than filing fees and nominal amounts), commence or participate in any material claim, action, proceeding or litigation, grant any material accommodation (financial or otherwise) to the Closing all Consents any Person, or sell, transfer or otherwise dispose of any of its assets or properties. This Section 6.4(a) shall not apply to filings and Governmental Authorizations identified or required to be identified on Schedule 4.3made under the HSR Act, and (iii) cooperate with and assist the other Party (including by providing to any Governmental Entity at the reasonable request of the other Party, information relating to such Party or its business or the Business, the Transaction Documents or the transactions contemplated thereby) which are addressed solely in obtaining promptly, and in any event prior to Closing, all Consents and Governmental Authorizations identified or required to be identified on Schedule 4.3 and Schedule 5.3. Except as may be required pursuant to Section 6.21 in connection with the Lender Waiver, the foregoing shall not require any Party to make any payment to any Person in order to obtain any Consent with respect to any Purchased Contract. Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that Seller is responsible for obtaining the Lender Waiver and, unless otherwise agreed by Buyer, Buyer is not obligated to make any financial accommodation in connection with obtaining the Lender Waiver9.3. (b) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign at Closing any Purchased Contract or any Claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof without the consent of a third party would constitute a breach or default thereof or give rise to a right of termination or cancellation thereunder (any such Contract, Claim or right that constitutes a Purchased Contract shall be referred to as a “Non-Assigned Contract,” provided that the Site Development and Incentive Agreement shall not constitute a Non-Assigned Contract). Seller and Buyer shall continue to use commercially reasonable efforts for one hundred and eighty (180) days following the Closing Date to obtain the Consents necessary to assign or transfer any of the Non-Assigned Contracts. After the Closing, Seller shall not modify, amend, terminate or renew any Non-Assigned Contract (except as may be expressly required by such Non-Assigned Contract) without first obtaining the written consent of Buyer (which consent may be withheld in Buyer’s sole discretion). If such Consent is obtained following Closing, within such one hundred and eighty (180) day period or thereafter, the applicable Non-Assigned Contract shall be deemed to have been automatically assigned and/or transferred to Buyer on the terms set forth in this Agreement with respect to the other Non-Assigned Contracts transferred and assumed at the Closing. If such Consent is not obtained, Seller and Buyer will cooperate with each other, in all commercially reasonable respects, to design an arrangement pursuant to which Buyer will receive all rights and benefits under such Non-Assigned Contract and, subject to receiving such rights and benefits, perform all of the obligations under such Non-Assigned Contract that are necessary for Buyer to be entitled to receive such rights and benefits. The Parties acknowledge and agree that (x) this Section 6.3(b) shall in no way diminish or negate the Parties’ respective obligations set forth in clauses (i), (ii) and (iii) in Section 6.3(a) and (y) the Non-Assigned Contracts constitute Purchased Contracts if and only if the arrangements and procedures agreed to by the Parties in this Section 6.3(b) provide Buyer the rights and benefits of any such Non-Assigned Contracts. (c) Buyer and Seller will, as As promptly as practicable, but in no event later than fifteen (15) Business Days following practicable after the execution and delivery date of this Agreement, file each Seller (solely with the United States Department of Commerce Bureau of Industry and Security (“BIS”respect to such Seller) a request to transfer License Number D405984 from Seller to Buyer, together with the necessary supporting documents, pursuant to Export Administration Regulations Section 750.10. If BIS requests additional information or documentation, Buyer and Seller shall use its commercially reasonable efforts to promptly provide such requested information to BIS in order to facilitate obtaining a validated letter from BIS authorizing the transfer. (d) Promptly after the Closing, Seller and Buyer shall use commercially reasonable efforts to obtain the consent of the Charleston County Aviation Authority to satisfy all outstanding requirements of Special Condition h of Department of the Army Permit No. 2004-1N-402 (the “Wetlands Permit”), it being understood and agreed that the cooperation of the Charleston County Aviation Authority, as owner of the North Charleston Real Property, will be necessary in order to meet the requirements of Special Condition h. It is specifically agreed that Seller will use commercially reasonable efforts, at Buyer’s expense, to (i) make available to Buyer (and consent to any consultant disclosure to Buyer ofobtain all Consents set forth on Section 3.3(b) all files and current personnel necessary to its development of the application and plans Disclosure Schedule, including, without limitation, all Governmental Authorizations necessary for the Wetlands Permit consummation by such Seller of the transactions contemplated by this Agreement and coordination and approval of such plans and terms with the Charleston County Aviation Authority other Seller Transaction Documents and (ii) direct give or make all registrations, notifications, filings and declarations set forth on Section 3.3(b) of the Disclosure Schedule, including, without limitation, all registrations, notifications, filings and declarations required to be given or made by such Seller pursuant to applicable Laws in order to consummate the transactions contemplated by this Agreement and the other Seller Transaction Documents. For purposes of this Section 6.4(b), the term "commercially reasonable efforts" shall not include any obligation of such Seller to expend money (other than filing fees and nominal amounts), commence or participate in any material claim, action, proceeding or litigation, grant any material accommodation (financial or otherwise) to any Person, or sell, transfer or otherwise dispose of any of its applicable current personnel to assist Buyer in communications with the Charleston County Aviation Authority requesting approval and filing of papers necessary to satisfy Special Condition h. It is further understood and agreed that Buyer (iassets or properties. This Section 6.4(b) shall not apply to filings and Governmental Authorizations to be responsible for all costs of preparing and recording any necessary deed restrictive covenants or conservation easements made under the HSR Act, which are addressed solely in a form acceptable to the Department of the Army and (ii) shall be responsible for any costs of maintaining the preserved wetlands and upland buffers in compliance with all applicable Law following the Closing for so long as Buyer is a sub-tenant on the North Charleston Real PropertySection 9.3.