Common use of Consents; Further Assurances Clause in Contracts

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller shall use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents.

Consents; Further Assurances. (a) During the period prior Subject to the Closing Dateterms and conditions of this Agreement, the Seller Company, on the one hand, and Parent and Merger Sub, on the other hand, shall, and shall use its commercially reasonable efforts cause their respective subsidiaries to, and the Buyer shall cooperate with the Seller use their respective reasonable best efforts (i) to take, or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required cause to be obtained taken, all actions necessary, proper or advisable to comply promptly with (and, as necessary, to vacate any restraints or prohibitions under) all Applicable Laws and other legal requirements that may be imposed on such parties or their affiliates with respect to the transactions contemplated hereby and, subject to the conditions set forth in Article 8 hereof, to consummate the transactions contemplated hereby as promptly as practicable, and (ii) to obtain (and to cooperate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller them or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) their respective subsidiaries in connection with the transactions contemplated hereby, and to comply with the terms and conditions of any Required Consents without such consent, authorization, order or approval; provided that the Seller’s prior written consent (which consent parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be unreasonably withheld). Except as otherwise expressly provided deemed to include (and in no event shall any party be deemed to be obligated under this Section 5.8(a), the Seller shall not have Agreement to undertake any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(cfollowing) or 7.3(e), based solely on (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the failure to obtain any such Required Consentstransactions contemplated hereby, or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any lawsuitother action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s subsidiaries or any of their respective affiliates’ businesses, action, claim, proceeding assets or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consentsproperties.

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller The Sellers shall use its their commercially reasonable efforts toto obtain at the earliest practicable date all consents, waivers, approvals and notices required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.4 and 4.4 hereof, all at the Sellers’ sole cost and expense. All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to the Purchaser, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any executed counterparts of such consents, waivers and approvals shall be delivered to the Purchaser promptly after receipt thereof, and copies of such notices shall be delivered to the Purchaser promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither the Purchaser nor any third party (other than any Governmental Body) of its Affiliates shall be required to pay any amounts in connection with obtaining any consent, waiver or approval. Subject to, and not in limitation of, the foregoing, each of the Sellers, the Company and the Purchaser shall from time to time, as and when requested by any party, execute and deliver, or cause to be obtained executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third partyother Transaction Document, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unlessincluding, in the case of any cost the Sellers, executing and delivering to the Purchaser such assignments, consents and other instruments as the Purchaser or expense incurred by its counsel may reasonably request as necessary or desirable for such purpose. Without limiting the Seller or any generality of its Affiliatesthe foregoing, the Buyer agrees parties will, as promptly as practicable, apply for and diligently prosecute all applications for, and will use their commercially reasonable efforts promptly to: (a) effect all necessary registrations and filings required to reimburse the Seller or be filed by such Affiliate for such cost or expense; providedparty, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact (b) defend any customer, supplier, lessor lawsuits or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a)Proceedings, the Seller shall not have any liability whatsoever to the Buyer arising solely out of whether judicial or relating solely to the failure to obtain any Required Consents. No representationadministrative, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by whether brought derivatively or on behalf of any Person arising out third parties (including Governmental Authorities or Government Officials), challenging this Agreement or the consummation of or relating the transactions contemplated hereby and (c) furnish to each other such information and assistance and to consult with respect to the failure to obtain terms of any such Required Consentsregistration, filing, application or undertaking as reasonably may be requested in connection with the foregoing.

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller The parties shall use its commercially their reasonable best efforts toto obtain any consent, and the Buyer shall cooperate with the Seller authorization, order or EMS Brazilapproval of, in attempting to secure or any consentsexemption by, waivers and approvals of any Government Entity, or other third party (other than any Governmental Body) party, required to be obtained to consummate or made by such party in connection with the transactions taking of any action contemplated by this Agreement (collectivelyincluding, with respect to Chesapeake, the “Required Consents”consents and approvals required from third parties relating to Commitments listed under Section 3.3(c) of the Chesapeake Disclosure Schedule); provided, however, provided that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller AspenTech shall not include be required to agree to any requirement of the Seller divestiture by AspenTech, Chesapeake or any of its Affiliates to pay money to any third party, commence AspenTech's subsidiaries of shares of capital stock or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost business, assets or expense incurred by the Seller properties of AspenTech, Chesapeake or any of AspenTech's subsidiaries or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such stock, assets or properties. Each party shall use its Affiliatesreasonable best efforts to ensure that its representations and warranties herein remain true in all material respects and to obtain the satisfaction of the conditions specified in Section 8 of this Agreement and the consummation of the transactions contemplated hereby. AspenTech or Acquisition Corp. shall give prompt notice to Chesapeake and the Principal Stockholder, and Chesapeake or the Buyer agrees Principal Stockholder shall give prompt notice to reimburse AspenTech and Acquisition Corp., of (a) the Seller occurrence or non-occurrence of any event that is likely to cause any representation or warranty of such Affiliate for such cost notifying party contained in this Agreement to be untrue at or expense; provided, further, that prior to the Closing neither Date and (b) any failure of such notifying party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; the Buyer nor its officers, employees or authorized representatives may contact delivery of any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent notice pursuant to this sentence shall not be unreasonably withheld)limit or otherwise affect any remedies available to the parties receiving notice. Except as otherwise expressly provided in this Section 5.8(a)At any time and from time to time after the Closing, the Seller shall not have any liability whatsoever parties agree to the Buyer arising solely out of cooperate with each other to execute and deliver such other documents, instruments or relating solely to the failure to obtain any Required Consents. No representationtransfer or assignment, warranty or covenant of the Seller contained herein shall be breached or deemed breachedfiles, books and records, and no condition shall to do all such further acts and things, as may be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) reasonably required to carry out the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consentstransactions contemplated hereby.