Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with MGS or Merger Sub, is required by or with respect to MGS or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the FCBA.
Regulatory and Other Authorizations; Notices and Consents (a) Each of the Purchaser and the Seller shall use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will reasonably cooperate with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. On May 20, 2016, each Party filed its Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each such party shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, this Agreement shall not obligate the Purchaser or any of its Affiliates to make any sale, divestiture, license or other disposition of the assets, properties or businesses of the Purchaser or any of its Affiliates or of the assets, properties, businesses to be acquired pursuant hereto or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser and its Affiliates or those that the Purchaser is acquiring pursuant to this Agreement. The Seller, the Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld).
(b) Between the date hereof and the Closing, the Seller shall use its reasonable best efforts to obtain the consent or approval of all third parties necessary or desirable in connection with the transactions contemplated by this Agreement, including (i) any such consents and approvals to the assignment of any Contracts, including Customer Contracts and any Contracts set forth on Section 3.02 of the Disclosure Schedule and (ii) the amendment of each AT&T Contract to extend the term of each such contract until August 31, 2020.
(c) The Purchaser shall cooperate and use its reasonable efforts to assist the Seller in obtaining such consents and amendments; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or amendment or to consent to any change in the terms of any Contract.
(d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable in order to facilitate the operation of the Business or to preserve any right or benefit under any Contract to which the Seller is a party in respect of the Business is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable; provided, however, that other than in respect of a failure to comply with its obligations under this Agreement, including this Section 5.04, the Seller shall have no Liability for the failure to obtain any consent, approval or authorization prior to or after the Closing. If any Purchased Asset or Assumed Liability is not able to be transferred to the Purchaser except with the consent of any third party and such consent has not been obtained by the Closing Date, (i) the transfer of such Purchased Asset or Assumed Liability shall not be effective as of the Closing Date, but rather such Purchased Asset or Assumed Liability shall be transferred to the Purchaser only upon such time as such consent has been obtained, (ii) each Party shall, and shall cause its Affiliates to, use reasonable best efforts and cooperate with the other Party to obtain such consent as soon as practicable after the Closing Date, and (iii) except with respect to any Customer Contract (which shall be governed exclusively by Section 5.04(e)), to the extent permitted under any relevant underlying Contract, the Seller shall deliver or remit to the Purchaser all economic benefit of such Purchased Asset or Assumed Liability and the Purchaser shall perform the Seller’s commercial obligations relating to such Purchased Asset or Assumed Liability until such time as such Purchased Asset or Assumed Liability may be assigned to Purchaser pursuant to the foregoing clause (i). For the avoidance of doubt, if any Contract included in the Purchased Assets cannot be assigned by the Seller to the Purchaser at the Closing and the Purchaser cannot otherwise obtain the benefits of such Contract pursuant to this Section 5.04, the Purchaser shall not assume, or have any Liability in respect of, such Contract.
(e) The Seller and the Purchaser agree that if any consent, approval or authorization necessary to effect the transfer of a Customer Contract cannot be obtained with respect to such Customer Contract, the Seller and its Affiliates shall to the extent permitted, subcontract to the Purchaser the performance of any such Customer Contract, in which case (A) the Purchaser shall satisfy all obligations of the Seller and its Affiliates under such Customer Contract, (B) the Seller and its Affiliates shall promptly pay, assign and remit to the Purchaser all cash and other consideration received by the Seller and its Affiliates in respect of such obligations satisfied by the Purchaser, and (C) from and after the Closing, the Purchaser shall indemnify the Seller and its representatives for any and all Losses incurred in connection with the Purchaser’s performance of (or as a result of the failure of the Purchaser to perform) such obligations. For the avoidance of doubt, the foregoing shall not limit the closing condition set forth in Section 8.02(f)(i).
Governmental and Other Approvals Apply for, obtain and/or maintain in effect, as applicable, all authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations (whether with any court, governmental agency, regulatory authority, securities exchange or otherwise) which are necessary or reasonably requested by the Agent in connection with the execution, delivery and performance by any Credit Party of, as applicable, this Agreement, the other Loan Documents, the Subordinated Debt Documents, or any other documents or instruments to be executed and/or delivered by any Credit Party, as applicable in connection therewith or herewith, except where the failure to so apply for, obtain or maintain could not reasonably be expected to have a Material Adverse Effect.
Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.
Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement.
(b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4 of the Disclosure Schedule.