Consents Generally. The Parties shall use their respective commercially reasonable efforts to promptly make all filings, provide all notices, and obtain all consents, waivers, approvals, authorizations and permits that are required or reasonably appropriate to be made or obtained by such Party, and shall cooperate in all reasonable respects with the other Parties in that regard, in connection with the preparation and entry into of the Transaction Agreements and the consummation of the Transactions, including, without limitation, (i) the consents and approvals listed on Schedule 4.4 hereto, (ii) those to be made with, provided to or obtained from any Governmental Authority with respect to the Transactions and (iii) those required under each of the other Transaction Agreements.
Consents Generally. Each of the Company and Parent will (and will cause its Subsidiaries to) use their reasonable best efforts (without being required to make any payment not specifically required by the terms of any related contract law or agree to any material modification or waiver of any term of any contract or any other right) to (a) obtain or cause to be obtained prior to the Closing all Consents, and (b) cause each Consent to be effective as of the time of the Closing (whether it is granted or entered into prior to or after the Closing).
Consents Generally. (a) In furtherance and not in limitation of Section 5.5 and Section 5.8, each party shall use all reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all third parties and Governmental Entities required to be filed, effected or obtained by it or that are otherwise necessary or advisable for either of them to consummate the Transactions; provided, however, that (i) no party shall be required to make any payment to obtain any Consent from a third party (other than a Governmental Entity) and (ii) Seller shall not permit any Seller Entity to agree orally or in writing to any amendments to any Contract, to any concessions in any commercial arrangements or to any loss of rights (whether to have effect prior to or after the Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Entity without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.
(b) The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in paragraph (a) above. The parties hereto shall supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing.
(c) Subject to applicable Law and any applicable confidentiality restrictions, Buyer and its counsel, on the one hand, and Seller and its counsel, on the other hand, shall have the right to review (in advance to the extent practicable) any information relating to Buyer or the Seller Entities, as the case may be, that appear in any filing made with, or written materials submitted to, any Governmental Entity in connection with the consummation of the Transactions. If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Entity with respect to the consummation of the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Notwithstanding the foregoing, subject to applicable Law, with respect to any information relating to or written materials relating to antitrust matters submitted to any ...
Consents Generally. From the date of this Agreement through the Final Closing Date or termination of this Agreement in accordance with its terms, each Party agrees to use commercially reasonable efforts to make, file or give, or cause to be made, filed or given, and use commercially reasonable efforts to obtain, or cause to be obtained, the filings, submissions, and other Governmental Approvals and other Consents that such Party (or its Affiliates) is required to make, file, give or obtain under Applicable Law, Contract or otherwise in connection with the consummation of the Transactions. Nothing in this Agreement or any other Transaction Document shall require Federated (or any of its Affiliates) or any Seller Party (or any of their respective Affiliates) to pay any amount to any shareholder, interest holder or Client, or agree to waive, reimburse or otherwise reduce any fees, in order to obtain any Consent in connection with consummating the Transactions.
Consents Generally. (a) Buyer acknowledges that certain consents and approvals may be required as a result of the transactions contemplated by this Agreement, including from Governmental Authorities or from parties to Contracts to which Seller and its Affiliates, including the Purchased Subsidiaries are a party (including, for the avoidance of doubt, any Third Party Approvals and any consent or approval required in connection with any Shared Contract or Replacement Contract) and that such consents and approvals (collectively, “Change of Control Consents”) have not been obtained and may not be obtained. Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to obtain the Change of Control Consents prior to the Closing; provided, however, that notwithstanding anything to the contrary herein, the Parties agree and acknowledge that none of Seller, Buyer or any of their respective Affiliates shall be required to expend any material amount of money, incur any Liabilities, commence any Action, or offer or grant any accommodation (financial or otherwise) to any third party, in order to obtain any such Change of Control Consent.
(b) Notwithstanding anything to the contrary herein, Buyer agrees that Seller, the Retained Entities and their respective Affiliates shall not have any Liability whatsoever to Buyer or its Affiliates (and Buyer and its Affiliates shall not be entitled to assert any claims) arising out of or relating to the failure to obtain any Change of Control Consents, including because of the default, acceleration or termination of or loss of right under any Contract as a result thereof, and that failure to obtain any Change of Control Consent shall not, in and of itself, constitute a condition to Closing. Buyer further agrees that, to the extent Seller has complied with its obligations under Section 5.06(a), no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition to Closing shall be deemed not to be satisfied, as a result of the failure to obtain any Change of Control 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 Change of Control Consent or any such default, acceleration or termination or loss of right.
Consents Generally. Seller will (a) obtain or cause to be obtained prior to the Closing Date all Consents, including (but not limited to) those Consents set forth on Schedule 4.4, and (b) cause each Consent (including those on Schedule 4.4) to be effective as of the Closing Date.
Consents Generally. Stockholders' and Directors' Obligations to Consent There shall be no limitation, except as above specifically provided, on the right of Directors or Lessees to grant or withhold consent, for any reason or for no reason, to an assignment.
Consents Generally. Except as set forth in the immediately succeeding paragraph, the Seller will use commercially reasonable efforts in good faith (without being required to make any payment not specifically required by the terms of any related Contract or Legal Requirement or agree to any material modification or waiver of any term of any Contract or any other right) to (a) obtain or cause to be obtained prior to the Closing Date all Consents except the Network Affiliation Consents, and (b) cause each such Consent to be effective as of the Closing Date (whether it is granted or entered into prior to or after the Closing), and the Buyer will use commercially reasonable efforts not to interfere with such efforts and to facilitate Seller's obtaining such consents. The Buyer will use commercially reasonable efforts in good faith (without being required to make any payment not specifically required by the terms of any related Contract or Legal Requirement or agree to any material modification or waiver of any term of any Contract or any other right) to obtain prior to the Commencement Date any Consents relating to the Network Affiliation Agreements (the "Network Affiliation Consents").
Consents Generally. The Company will use commercially reasonable efforts to (a) obtain or cause to be obtained prior to the Closing Date all Mandatory Consents, and (b) cause each such Mandatory Consent to be effective as of the Closing Date (whether it is granted or entered into prior to or after the Closing), and Acquisition will use commercially reasonable efforts not to interfere with such efforts.
Consents Generally. Stockholders' and Directors' Obligations to Consent 8 (d) Release of Lessee Upon Assignment 8
