Common use of Consents; Cooperation Clause in Contracts

Consents; Cooperation. (a) Subject to the terms and conditions hereof, Parent and Buyer will use their respective commercially reasonable efforts (and to the extent necessary, shall cause their Affiliates to use their respective reasonable best efforts): (i) to obtain, secure or make prior to the earlier of the date required (if so required) or the Closing Date, any Approvals of, to or with any Governmental Authority (subject to Sections 4.5 and 4.9) that are required for the consummation of the transactions contemplated by this Agreement; (ii) to defend, consistent with applicable Legal Requirements, any Proceeding, whether brought derivatively or on behalf of third Persons (including Governmental Authorities, subject to Section 4.5) challenging this Agreement or the transactions contemplated hereby; (iii) subject to Section 4.1, to furnish to each other such information and assistance as may reasonably be requested in connection with the foregoing; and (iv) to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement including satisfaction, but not waiver, of the closing conditions set forth in Articles V and VI; provided, however, that this Section 4.4(a)(iv) shall not expand any party’s obligation set forth in Sections 4.5. (b) Parent and Buyer shall use their respective commercially reasonable efforts (and to the extent necessary, shall cause their Affiliates to use their respective commercially reasonable efforts) to obtain or secure any Consents of any third Person that are (i) set forth on Schedule 4.4(b) of the Disclosure Letter; (ii) required for the consummation of the transactions contemplated by this Agreement; or (iii) required to avoid a breach of or default under any Business Agreement as a result of the consummation of the transactions contemplated by this Agreement (the “Required Consents”); provided that in obtaining any such Required Consent, neither party shall be required to make any payments of consideration or provide any other inducement to the other party or parties to the Contract to which such Required Consent relates, except as otherwise expressly required by the terms of the Contract to which such Required Consent relates, in which case, the parties shall share equally (50/50) any such fees required to obtain such Required Consents.

Consents; Cooperation. (a) Subject to the terms and conditions hereofset forth in this Agreement, Parent and Buyer will each of the Parties shall use their respective its commercially reasonable efforts (and to the extent necessary, shall cause their Affiliates to use their respective reasonable best efforts): (i) to obtain, secure or make prior to the earlier of the date required (if so required) or the Closing Date, any Approvals of, to or with any Governmental Authority (subject to Sections 4.5 and 4.9) that are required for the consummation of the transactions contemplated by this Agreement; (ii) to defend, consistent with applicable Legal Requirements, any Proceeding, whether brought derivatively or on behalf of third Persons (including Governmental Authorities, subject to Section 4.5) challenging this Agreement or the transactions contemplated hereby; (iii) subject to Section 4.1, to furnish to each other such information and assistance as may reasonably be requested in connection with the foregoing; and (iv) to take, or cause to be taken, all action actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including satisfactionthe obtaining of all necessary Consents from third parties and Governmental Authorities. (b) After the Closing, but not waiver, the Seller shall use its commercially reasonable efforts to obtain all Consents from third Persons that (i) are necessary to the assignment to Buyer of the closing conditions set forth Assigned Contracts and (ii) were not obtained by the Seller and delivered to Buyer on or prior to the Closing, and Buyer shall use its commercially reasonable efforts, as reasonably requested by the Seller from time to time, to assist the Seller in Articles V and VIobtaining such Consents; provided, however, that this Section 4.4(a)(iv) Buyer shall not expand be required to pay any party’s obligation set forth monies or give any other consideration in Sections 4.5. (b) Parent and Buyer shall use their order to obtain any such Consent. In using its respective commercially reasonable efforts (and to the extent necessary, shall cause their Affiliates to use their respective commercially reasonable efforts) to obtain or secure any such Consents from a third Person, the Seller shall, upon request of any Buyer, seek to have such third Person that are (i) set forth on Schedule 4.4(b) of novate the Disclosure Letter; (ii) required for the consummation of the transactions contemplated by this Agreement; or (iii) required to avoid a breach of or default under any Business Agreement as a result of the consummation of the transactions contemplated by this Agreement (the “Required Consents”); provided that in obtaining any such Required Consent, neither party shall be required to make any payments of consideration or provide any other inducement to the other party or parties to the Assigned Contract to which such Required Consent relates, except as otherwise expressly required by the terms relates so that such third Person enters into a new Contract with Buyer (or one or more of the Contract to which such Required Consent relatesits Affiliates), in which caseform and substance reasonably satisfactory to Buyer. (c) The Seller’s obligations pursuant to Section 6.02(b) shall terminate on the earlier of (i) with respect to a particular Assigned Contract, if the applicable third Person advises in writing that it has determined not to Consent and (ii) one hundred eighty (180) days after the Closing Date. In such event, the parties Parties shall share equally (50/50) cooperate in any lawful arrangement to provide that Buyer shall receive all benefits under such fees required Assigned Contract, including the right to obtain receive any monies paid or payable under such Required ConsentsAssigned Contract in respect of periods on or after the Closing. In addition and without limiting the foregoing, the Seller shall use their commercially reasonable efforts to collect any monies payable under any Assigned Contract not assigned to Buyer pursuant to this Agreement in respect of periods on or after the Closing. In the event that the Seller receives any payment under any Assigned Contract following the Closing Date, such payment shall be promptly transmitted to Buyer.

Consents; Cooperation. (a) Subject Upon the terms of, and subject to the terms and conditions hereofset forth in, Parent and Buyer will use their respective commercially reasonable efforts (this Agreement, each party hereto agrees to use, and to the extent necessarycause its respective stockholders to use, shall cause their Affiliates to use their respective its reasonable best efforts): (i) to obtain, secure or make prior to the earlier of the date required (if so required) or the Closing Date, any Approvals of, to or with any Governmental Authority (subject to Sections 4.5 and 4.9) that are required for the consummation of the transactions contemplated by this Agreement; (ii) to defend, consistent with applicable Legal Requirements, any Proceeding, whether brought derivatively or on behalf of third Persons (including Governmental Authorities, subject to Section 4.5) challenging this Agreement or the transactions contemplated hereby; (iii) subject to Section 4.1, to furnish to each other such information and assistance as may reasonably be requested in connection with the foregoing; and (iv) efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Each of Parent, Merger Sub and the Company shall, promptly after the execution of this Agreement, and in any event no later than 10 business days (or in the case of the pre-merger notification filing under the HSR Act, no later than seven business days) after the date of this Agreement (except where applicable Laws require or only permit filing at a later time), apply for or otherwise seek, and use its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Merger and the other transactions contemplated by this Agreement including satisfaction, but not waiver, of the closing conditions set forth in Articles V and VI; provided, however, (it being understood that this Section 4.4(a)(iv) Parent shall not expand be required to undertake the disposition of any party’s obligation set forth in Sections 4.5material assets to obtain any such consents or approvals). (b) Parent Each of Parent, Merger Sub and Buyer the Company shall use their respective commercially reasonable best efforts (and to the extent necessaryresolve such objections, shall cause their Affiliates if any, as may be asserted by any Governmental Authority with respect to use their respective commercially reasonable efforts) to obtain or secure any Consents of any third Person that are (i) set forth on Schedule 4.4(b) of the Disclosure Letter; (ii) required for the consummation of the transactions contemplated by this Agreement, including under the HSR Act. Parent (and its subsidiaries) and the Company (and the Subsidiaries) shall take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable Laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by Law or governmental regulation; and (iii) required to avoid a breach of or default under substantially complying with any Business Agreement as a result of second request for information in accordance with the consummation of the transactions contemplated by this Agreement (the “Required Consents”); provided HSR Act, provided, however, that in obtaining any such Required Consent, neither no party shall be required obligated under this Section 7.11(b) if such party reasonably believes that its compliance with this section will result in out-of-pocket costs to make any payments it in excess of consideration or provide any other inducement to the other party or parties to the Contract to which such Required Consent relates, except as otherwise expressly required by the terms of the Contract to which such Required Consent relates, in which case, the parties shall share equally (50/50) any such fees required to obtain such Required Consents$1,500,000.

Consents; Cooperation. (a) Subject to the terms and conditions hereofset forth in this Agreement, Parent and Buyer will each of the parties hereto shall use their respective its commercially reasonable efforts (and to the extent necessary, shall cause their Affiliates to use their respective reasonable best efforts): (i) to obtain, secure or make prior to the earlier of the date required (if so required) or the Closing Date, any Approvals of, to or with any Governmental Authority (subject to Sections 4.5 and 4.9) that are required for the consummation of the transactions contemplated by this Agreement; (ii) to defend, consistent with applicable Legal Requirements, any Proceeding, whether brought derivatively or on behalf of third Persons (including Governmental Authorities, subject to Section 4.5) challenging this Agreement or the transactions contemplated hereby; (iii) subject to Section 4.1, to furnish to each other such information and assistance as may reasonably be requested in connection with the foregoing; and (iv) to take, or cause to be taken, all action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement including satisfactionas promptly as practicable, but not waiver, of the closing conditions set forth in Articles V and VI; provided, however, that this Section 4.4(a)(iv) shall not expand any party’s obligation set forth in Sections 4.5. (b) Parent and Buyer shall use their respective commercially reasonable efforts (and to the extent necessary, shall cause their Affiliates to use their respective commercially reasonable efforts) to obtain or secure any Consents of any third Person that are including: (i) set forth on Schedule 4.4(b) the obtaining of all necessary actions or non-actions, expirations or terminations of waiting periods, clearances, and Consents from Governmental Entities and the Disclosure Letter; making of all necessary registrations and filings with, and the taking of all steps as may be reasonably necessary to obtain a Consent from, or to avoid an action or proceeding by, any Governmental Entity, (ii) required for the obtaining of all necessary Consents from third parties, and (iii) the defending of any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement; or . (iiib) required to avoid a breach of or default under any Business Agreement as a result After the Closing, each of the consummation Sellers shall use its commercially reasonable efforts to obtain all Consents from third Persons that (i) are necessary to the assignment to the Buyer of the transactions contemplated Assigned Contracts and (ii) were not obtained by this Agreement (the “Required Consents”); provided that Sellers and delivered to the Buyer on or prior to the Closing, and the Buyer shall use its commercially reasonable efforts, as reasonably requested by the Sellers from time to time, to assist the Sellers in obtaining any such Required ConsentConsents; provided, neither party however, that the Buyer shall not be required to make pay any payments of consideration monies or provide give any other inducement consideration in order to obtain any such Consent. In using their respective commercially reasonable efforts to obtain any such Consents from a third Person, the other party or parties Sellers shall, upon request of Buyer, seek to have such third Person novate the Assigned Contract to which such Required Consent relatesrelates so that such third Person enters into a new Contract with the Buyer (or one or more of its Affiliates), except as otherwise expressly required by in form and substance reasonably satisfactory to the terms Buyer. (c) The Sellers’ obligations pursuant to Section 6.2(b) shall terminate on the earlier of (i) with respect to a particular Assigned Contract, if the applicable third Person advises in writing that it has determined not to Consent and (ii) one hundred eighty (180) days after the Closing Date. In such event, the Sellers and the Buyer shall cooperate in any lawful arrangement to provide that Buyer shall receive all benefits under such Assigned Contract, including the right to receive any monies paid or payable under such Assigned Contract in respect of periods on or after the Closing. In addition and without limiting the foregoing, the Sellers shall use its commercially reasonable efforts to collect any monies payable under any Assigned Contract not assigned to the Buyer pursuant to this Agreement in respect of periods on or after the Closing. In the event that any of the Sellers receives any payment under any Assigned Contract following the Closing Date, such Seller shall promptly transmit such payment to which such Required Consent relates, in which case, the parties shall share equally (50/50) any such fees required to obtain such Required ConsentsBuyer.