Common use of Governmental and Regulatory Consents and Approvals Clause in Contracts

Governmental and Regulatory Consents and Approvals. The consents and approvals of Governmental Authorities required in connection with the transactions contemplated by this Agreement, including those listed in Section 7.3 of the Purchaser Disclosure Letter, shall have been obtained without the imposition of a Burdensome Condition with respect to Purchaser, and such consents and approvals shall be in full force and effect; provided that this condition and the condition in Section 7.2, shall be deemed to have been satisfied if the sole reason for its failure to be satisfied is the failure to obtain or to have in full force and effect one or more consents or approvals of Governmental Authorities required in order to effect any Pre-Closing Transaction identified in items 7 through 14 of Annex A, or in order for Parent, Seller and their respective Affiliates to execute and deliver any Ancillary Agreement required to give effect to any such specified Pre-Closing Transaction, if the parties have mutually agreed on (and Purchaser shall cooperate and negotiate in good faith with Seller to arrange for, and Purchaser may not unreasonably withhold, condition or delay its agreement with) an alternative to such Pre-Closing Transaction that would replicate as closely as possible the economic substance of such Pre-Closing Transaction (including with respect to any Liability arising from the failure to effect such Pre-Closing Transaction), and, with respect to the ABS Agreement, the operational continuity to conduct the Business immediately following the Closing and service standards contemplated by the ABS Agreement, with only such deviations from such economic substance and, with respect to the ABS Agreement, the operational continuity and service standards, as would not be materially adverse to Purchaser relative to the economic substance and, with respect to the ABS Agreement, the operational continuity and service standards, of such contemplated Pre-Closing Transaction.

Governmental and Regulatory Consents and Approvals. The consents and approvals of Governmental Authorities required in connection with the transactions contemplated by this Agreement, including those listed in Section 7.3 8.3 of the Purchaser Seller Disclosure Letter, shall have been obtained without the imposition of a Burdensome Condition with respect to PurchaserParent or Seller, and such consents and approvals shall be in full force and effect; provided that this condition and the condition in Section 7.2, 8.2 shall be deemed to have been satisfied if the sole reason for its failure to be satisfied is the failure to obtain or to have in full force and effect one or more consents or approvals of Governmental Authorities required in order to effect any Pre-Closing Transaction identified in items 7 through 14 of Annex A, or in order for Parent, Seller and their respective Affiliates to execute and deliver any Ancillary Agreement required to give effect to any such specified Pre-Closing Transaction, if the parties have mutually agreed on (and Purchaser Parent and Seller shall cooperate and negotiate in good faith with Seller Purchaser to arrange for, and Purchaser Parent and Seller may not unreasonably withhold, condition or delay its agreement with) an alternative to such Pre-Closing Transaction that would replicate as closely as possible the economic substance of such Pre-Closing Transaction (including with respect to any Liability arising from the failure to effect such Pre-Closing Transaction), and, with respect to the ABS Agreement, the operational continuity to conduct the Business immediately following the Closing and service standards contemplated by the ABS Agreement, with only such deviations from such economic substance and, with respect to the ABS Agreement, the operational continuity and service standards, as would not be materially adverse to Purchaser Seller relative to the economic substance and, with respect to the ABS Agreement, the operational continuity and service standards, of such contemplated Pre-Closing Transaction.