Common use of Filings and Consents Clause in Contracts

Filings and Consents. The Vendors shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The Vendors Company and the Selling Shareholders shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government AuthorisationRequirement of Law, Order or Material Contract, or otherwise) by the Company or any of the Vendors Selling Shareholders in connection with the execution and delivery of any of the Transactional Agreements Transaction Documents or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure ScheduleSchedule 4.05) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal RequirementRequirement of Law, Order or Material Contract, or otherwise) by the Company or any of the Vendors Selling Shareholders in connection with the execution and delivery of any of the Transactional Agreements Documents or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure ScheduleSchedule 4.05) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the The Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them the Company or any Selling Shareholders during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their its Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The Vendors Company shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisationlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Shareholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 5.5 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Shareholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 5.5 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them the Company or the Selling Shareholders during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their Representatives its representatives cooperate with the Purchaser and with the Purchaser's Representativesrepresentatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser or Merger Sub is required or elects to make, give or obtain.

Filings and Consents. The Vendors Vendor shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or -37- 42 Contract, or otherwise) by the Company or the Vendors Vendor in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors Vendor in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors Vendor promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them during the Pre-Closing Period; and (d) during the Pre-Closing Period, the VendorsVendor, the Company and their Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The Vendors Sellers shall use commercially reasonable efforts to ensure that: (a) each material filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors Sellers in connection with the execution and delivery of any of the Transactional Transaction Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure Schedule) is made or given as soon as possible after the date of this AgreementAgreement (Part 5.3(a) of the Disclosure Schedule sets forth all such required material filings and notices); (b) each material Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors Sellers in connection with the execution and delivery of any of the Transactional Transaction Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing DateDate (Part 5.3(b) of the Disclosure Schedule sets forth all such required material Consents); (c) the Company and the Vendors Sellers promptly delivers deliver to the Purchaser Buyer a copy of each filing made, each notice given and each Consent obtained by them the Sellers during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company Sellers and their Representatives cooperate with the Purchaser Buyer and with the Purchaser's Buyer’s Representatives, and prepare and make available such documents and take such other actions as the Purchaser Buyer may request in good faith, in connection with any filing, notice or Consent that the Purchaser Buyer is required or elects to make, give or obtain.

Filings and Consents. The Vendors Seller and the Key Stockholder shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by Seller or any of the Company or the Vendors Stockholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 2.23 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by Seller or any of the Company or the Vendors Stockholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 2.23 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors Seller promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them Seller or any Stockholder during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company Seller and their its Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may reasonably request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain, other than with respect to the Excluded Matters.

Filings and Consents. The Vendors Company and the Selling Shareholders shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisationlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Shareholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 5.5 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Shareholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 5.5 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them the Company or the Selling Shareholders during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their Representatives its representatives cooperate with the Purchaser and with the Purchaser's Representativesrepresentatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser or Merger Sub is required or elects to make, give or obtain.

Filings and Consents. The Vendors Company and the Principal Stockholders shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisationlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Principal Stockholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 5.5 of the Company Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Principal Stockholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 5.5 of the Company Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing DateDate and beyond; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them the Company or the Principal Stockholders during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their Representatives its representatives cooperate with the Purchaser and with the Purchaser's Representativesrepresentatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The Vendors Vendor shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors Vendor in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 2.19 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors Vendor in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 2.19 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors Vendor promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them during the Pre-Closing Period; and (d) during the Pre-Closing Period, the VendorsVendor, the Company and their Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The Vendors Company and the Selling Stockholder shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors Selling Stockholder in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 2.28 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Stockholder in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 2.27 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them the Company or the Selling Stockholder during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their its Representatives cooperate with the Purchaser and with the Purchaser's ’s Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The To the extent applicable, the Vendors shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

Filings and Consents. The Vendors Company and the Holder Representative shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisationlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Stockholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 5.5 of the Company Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Company or the Vendors Selling Stockholders in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 5.5 of the Company Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them the Company or the Selling Stockholders during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company and their Representatives its representatives cooperate with the Purchaser and with the Purchaser's Representativesrepresentatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser or Merger Sub is required or elects to make, give or obtain.

Filings and Consents. The Vendors and the Purchaser shall use their respective Best Efforts to ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) the Company Companies and the Vendors promptly delivers deliver to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them during the Pre-Closing Period; and (d) during the Pre-Closing Period, the Vendors, the Company Companies and their Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.