Common use of Consents of Third Parties; Governmental Approvals Clause in Contracts

Consents of Third Parties; Governmental Approvals. (a) Seller will act diligently and reasonably in attempting to obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Buyer, from any party to any Seller Agreement required to be obtained to assign or transfer any such Seller Agreements to Buyer or to otherwise satisfy the conditions set forth in Section 9.5; provided that neither Seller nor Buyer shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the Purchased Assets or the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may withhold consent, in its sole discretion, in connection with any proposed condition that would limit the future operation of Buyer’s or its Affiliates’ respective businesses, including the Business, in any material respect or impose additional material costs on Buyer). During the period prior to the Closing Date, Buyer shall act diligently and reasonably to cooperate with Seller in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a).

Consents of Third Parties; Governmental Approvals. (a) Seller Sellers will act diligently and reasonably in attempting seeking to obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to BuyerBuyers, from any party to any Seller Acquired Company Agreement required to be obtained to assign or transfer any such Seller Agreements the Company Interests to Buyer Buyers or to otherwise satisfy the conditions set forth in Section 9.5; provided that neither Seller Sellers nor Buyer Buyers shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller Sellers shall not make any agreement or understanding affecting the Purchased Assets Interests, any Acquired Company or the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may withhold consent, in its sole discretion, in connection with any proposed condition that would limit Buyers. Between the future operation of Buyer’s or its Affiliates’ respective businesses, including the Business, in any material respect or impose additional material costs on Buyer). During the period prior to date hereof and the Closing Date, Buyer Buyers shall act diligently and reasonably to cooperate with Seller Sellers in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a).

Consents of Third Parties; Governmental Approvals. (a) Seller Sellers will act diligently and reasonably in attempting to obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Buyer, from any party to any Seller Agreement required to be obtained to assign or transfer any such Seller Agreements to Buyer or to otherwise satisfy the conditions set forth in Section SECTION 9.5; provided PROVIDED that neither Seller none of Sellers nor Buyer shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals; and providedPROVIDED, furtherFURTHER, that Seller Sellers shall not make any agreement or understanding affecting the Purchased Assets or the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may withhold consent, in its sole discretion, in connection with any proposed condition that would limit the future operation of Buyer’s or its Affiliates’ respective businesses, including the Business, in any material respect or impose additional material costs on Buyer). During the period prior to the Closing Date, Buyer shall act diligently and reasonably to cooperate with Seller in attempting Sellers to obtain the consents, approvals and waivers contemplated by this Section SECTION 7.3(a).