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

Consents of Third Parties; Governmental Approvals. (a) Prior to the Closing Date, Parent and Seller shall use commercially reasonable efforts to obtain the consent, approval or waiver of any Person that is necessary to permit Parent or Seller, as applicable, to assign and transfer all of the Purchased Assets to Buyer free and clear of Encumbrances (except for Permitted Encumbrances), and to perform its obligations under, and conclude the transactions contemplated by, this Agreement; provided that neither Parent nor Seller shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals. During the period prior to the Closing Date, Buyer shall act diligently and reasonably to cooperate with Parent and Seller in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a)

Consents of Third Parties; Governmental Approvals. (a) Prior to the Closing Date, Parent and Seller shall use commercially reasonable efforts to obtain the consent, consent or approval (or waiver thereof) of any Person that is necessary to permit Parent or Seller, as applicable, Seller to assign and transfer the all of the Purchased Assets and to transfer the Transferred Customer Records to Buyer free and clear of Encumbrances (except for Permitted Encumbrances), and to perform its obligations under, and conclude the transactions Transactions contemplated by, this Agreement; provided that neither Parent nor Seller shall not have any obligation to offer or pay any consideration in order to obtain any such consents or approvals. During the period prior to the Closing Date, Buyer shall act diligently and reasonably to cooperate with Parent and Seller in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a7.2(a).

Consents of Third Parties; Governmental Approvals. (ai) Prior Seller will act reasonably to secure, before the Closing Date, Parent the consents, approvals and Seller shall use commercially reasonable efforts waivers, in form and substance reasonably satisfactory to obtain the consentPurchaser, approval listed or waiver of any Person that is necessary to permit Parent or Seller, as applicable, to assign and transfer all of the Purchased Assets to Buyer free and clear of Encumbrances (except for Permitted Encumbrances), and to perform its obligations under, and conclude the transactions contemplated by, this Agreementdescribed on Schedule 9.4; provided that neither Parent Seller nor Seller Purchaser shall have any obligation to offer or pay any consideration or modify terms in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the ESP Business as a condition for obtaining any such consents or waivers except with the prior written consent of Purchaser. During the period prior to the Closing Date, Buyer Purchaser shall act diligently and reasonably to cooperate with Parent and Seller in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a5.3(i).