Common use of Governmental and Third-Party Notices and Consents Clause in Contracts

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closing.

Governmental and Third-Party Notices and Consents. (a) Each Party Subject to Section 4.3(c) below, the Company shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from third parties and Governmental Entities Entities, and to effect all registrations, filings and notices with or to third parties and Governmental Entities, as may be required for such Party necessary or desirable 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. Without limiting the generality of the foregoing, each of the Parties Company shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct or other applicable U.S. or foreign antitrust laws, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto and take such actions that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, but not limited to: (A) responding to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the Xxxx-Xxxxx-Xxxxxx Act), (B) negotiating in good faith to resolve any questions or concerns raised in the course of investigation by such Governmental Entities; and (C) defending against any action by such Governmental Entities seeking to enjoin the transactions contemplated by this Agreement. (b) The Company Subject to Section 4.3(c) below, the Buyer shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents permits, consents, approvals or approvals other authorizations from third partiesparties and Governmental Entities, and to give effect all such registrations, filings and notices with or to third partiesparties and Governmental Entities, as are required to be listed in the Company Disclosure Letter or as may be required for the Company necessary or desirable 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. Without limiting the generality of the foregoing, the Buyer shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act or other applicable U.S. or foreign antitrust laws, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto and take such actions that may be necessary, proper or advisable, including, without limitationbut not limited to: (A) responding to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the Xxxx-Xxxxx-Xxxxxx Act, (B) negotiating in good faith to resolve any waiversquestions or concerns raised in the course of investigation by such Governmental Entities; and (C) defending against any action by such Governmental Entities seeking to enjoin the transactions contemplated by this Agreement; provided, consents however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated to sell or approvals from third parties arising dispose of or delivered after hold separately (through a trust or otherwise) any assets or businesses of the ClosingBuyer or its Affiliates. (c) The Buyer and the Company shall be equally responsible for the payment of the filing fees required to be paid in connection with filings to be made under the Xxxx-Xxxxx-Xxxxxx Act; provided, however, that if the Merger is consummated, such filing fees paid or accrued by the Company shall be added to the total assets of the Company on the Closing Balance Sheet for the purposes of determining the Closing Net Asset Value Adjustment pursuant to Section 1.12.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals approvals, or other authorizations from Governmental Entities Entities, and to effect all registrations, filings 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. Without limiting . (b) The Parties agree that neither Party is under any obligation to defend against any suits, actions or proceedings, judicial or administrative, challenging this Agreement or the generality Ancillary Agreements or the consummation of the foregoingtransactions contemplated hereby or thereby, each including actions seeking to vacate or reverse any temporary restraining order, preliminary injunction or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity or any such actions or proceedings commenced by any Governmental Entity in respect of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Actantitrust, competition, merger control or similar laws, rules or regulations. (c) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents consents, or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Company Disclosure Letter Schedule. (d) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing, and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Seller) to the Buyer, (D) from and after the Closing until the assignment of each such Assigned Contract pursuant to clause (C) above, the Seller shall hold such assets or rights in trust for the Company Buyer and shall at the request and expense and under the direction of the Buyer take all such action necessary or proper in order that such assets or rights of the Buyer are preserved, (E) the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller to consummate be performed under such Assigned Contract, and the transactions contemplated Seller shall promptly remit to the Buyer all payments received by this Agreement it under such Assigned Contract for services performed during such period, and to otherwise comply with (F) the Buyer shall indemnify and hold harmless the Seller against all applicable laws liabilities, obligations and regulations expenses arising in connection with the consummation of Assigned Contracts, except to the transactions contemplated extent such obligations (X) are due to the breach or default by this Agreement, including, without limitation, any waivers, consents Seller prior to the Closing Date or approvals from third parties arising (Y) relate to goods or delivered after services received by the ClosingBusiness prior to the Closing Date.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser Buyer or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company Each Seller shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreementcosts) 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 on the Company Disclosure Letter schedules hereto or as may be required for the Company such Seller 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closing.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its or his Reasonable Best Efforts to, as promptly as practical, to obtain, at its or his expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHarx-Xxxxx-Xxxxxx ActXxt, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that provided, however, that, notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser or any of its Affiliates not be required obligated to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect respond to any assets HSR Additional Action Request (tangible as hereinafter defined). For purposes of this Agreement, an HSR Additional Action Request shall mean (A) a formal request for additional information or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition documentary material pursuant to receiving the consent or approval of any Governmental Entity (including, without limitation, 16 C.F.R. 803.20 under the XxxxHarx-Xxxxx-Xxxxxx Act)Xxt or (B) a request to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. Notwithstanding the foregoing, the Buyer shall be solely responsible for any and all filing fees due under the Harx-Xxoxx Xxxxxx Xxt in connection with the filings described above and neither the Company nor any Company Shareholder shall have any obligation with respect to the payment of such filing fees. (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 Company Disclosure Letter Schedule; provided, however, that any disclosure of the existence of this Agreement or as may be required for the Company to consummate the transactions contemplated hereby by this Agreement and to otherwise comply with all applicable laws and regulations the Company or its representatives in connection with the consummation foregoing shall not be deemed a breach of that certain Confidentiality Agreement dated as of May 16, 2001 between the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Company and the ClosingBuyer (the "NDA").

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser Buyer or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company Seller shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreementcosts) 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 on the Company Disclosure Letter schedules hereto or as may be required for the Company such Seller 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closing.

Governmental and Third-Party Notices and Consents. (a) Each Party (other than the Company Stockholder Representative) shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expenseexpense (except as otherwise provided herein), all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 (collectively, “Antitrust Filings”) and to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties (other than the Company Stockholder Representative) shall promptly (and no later than five (5) business days) after the signing of this Agreement file any Notification and Report Forms and related material Antitrust Filings that it may be required to file file, including any Notification and Report Forms with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act. The Parties (other than the Company Stockholder Representative) shall cooperate in the timely preparation and submission of, including furnishing to the other Party or its counsel information required for, any necessary Antitrust Filings. The Company shall use its Reasonable Best Efforts pay up to obtain an early termination $50,000 of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be filing fee required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with the filings made by the Parties pursuant to the Xxxx-Xxxxx-Xxxxxx Act, and the Buyer shall pay the balance thereof and any fees that must be paid by any of the Parties under any other applicable Antitrust Law. (b) Each of the Company and the Buyer hereby covenants and agrees to use commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or as a condition to receiving impeding, the consent early termination or approval expiration of any Governmental Entity (including, without limitation, waiting periods under the Xxxx-Xxxxx-Xxxxxx ActAct or any other applicable Antitrust Law and the approval of any Governmental Entities related thereto for the transactions contemplated hereby. The Parties (other than the Company Stockholder Representative) shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any Governmental Entities relating to their respective Antitrust Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party (other than the Company Stockholder Representative) shall (i) promptly inform the other Parties of any written or oral communication received from any Governmental Entities relating to its Antitrust Filing or the transactions contemplated hereby (and, if in writing, furnish the other Party with a copy of such communication); (ii) use its commercially reasonable efforts to respond as promptly as practicable to any request from any Governmental Entities for information, documents or other materials in connection with the review of the Antitrust Filings or the transactions contemplated hereby; (iii) provide to the other Parties, and permit the other Parties to review and comment in advance of submission, all proposed correspondence, filings, and written communications to any Governmental Entities with respect to the transactions contemplated hereby; and (iv) not participate in any substantive meeting or discussion with any Governmental Entities in respect of any investigation or inquiry related to the Antitrust Filings and concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law or Governmental Entity, gives the other Parties the opportunity to attend and participate thereat. The Parties (other than the Company Stockholder Representative) will consult and cooperate with each other, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Law, except as may be prohibited or restricted by Law. (bc) The During the period from the date of this Agreement to the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall use its Reasonable Best Efforts (without the obligation to expend money except commercially reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 parties listed in the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation Section 2.4 of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingDisclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expenseexpense (subject to this Section 5.6), all waivers, permitsPermits, consents, approvals or other authorizations from any (a) Governmental Entities Entity, and to effect all registrations, filings and notices with or to any Governmental EntitiesEntity, as may be required for such Party Party, and (b) third parties (including, in the case of the Company, obtaining the Requisite Stockholder Approval); in each case, as necessary to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws Laws and regulations Regulations. (b) In furtherance and not in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality limitation of the foregoing, each of the Parties shall promptly Company, Buyer, LP Holdings and Merger Sub (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than the fifth (5th) Business Day after the date hereof, file any Notification and Report Forms all notices, reports and related material that it other documents required to be filed by such party under the HSR Act with respect to the transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; and (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, Permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to file the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Entity in connection with the Federal Trade Commission transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period, (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement, and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Entity as a condition to granting any consent, Permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the Antitrust Division DOJ, or other Governmental Entities of any other jurisdiction for which consents, Permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the United States Department transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Justice under Buyer, LP Holdings and Merger Sub set forth in Sections 5.6(d)-(f), the Xxxx-Xxxxx-Xxxxxx ActCompany and its Subsidiaries shall only be permitted to take or commit to take any such action, or agree to any such condition or restriction, with the prior written consent of Buyer, LP Holdings and Merger Sub. Notwithstanding anything to the contrary in this Section 5.6, none of Buyer, LP Holdings or Merger Sub, on the one hand, or the Company on the other hand, shall use its Reasonable Best Efforts to obtain an request early termination of the applicable HSR Act waiting periodperiod without obtaining the prior written consent of the other Parties, as applicable, and each of such Parties shall make use commercially reasonable efforts to protect against any further filings public disclosure of this Agreement or information submissions pursuant thereto that may be necessaryits existence. (c) Without limiting the generality of anything contained in this Section 5.6, proper each Party hereto shall (i) give the other Parties prompt notice of the making or advisable; provided that in no event shall Purchaser commencement of any request, inquiry, investigation, Action or legal proceeding by or before any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any assets such request, inquiry, investigation, action or legal proceeding, (tangible iii) promptly inform the other Parties of any communication to or intangible) from the FTC, DOJ or any business interest other Governmental Entity regarding the transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, Action or legal proceeding, and provide a copy of it all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Parties agree. Subject to applicable Law, in advance and to the extent practicable, each of Buyer, LP Holdings, Merger Sub or Company, as the case may be, will consult the other on all the information relating to Buyer, LP Holdings, Merger Sub or the Company, as the case may be, and any of its Affiliates their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with shall incorporate all applicable laws and regulations comments reasonably proposed by Buyer, LP Holdings, Merger Sub or the Company, as the case may be; provided, however, that if review of any information would be material in connection with any second request (or similar process), such information shall be provided solely to those individuals acting as outside antitrust counsel for the consummation other Parties provided that such counsel shall not disclose such information to such other Parties and shall enter into a joint defense agreement with the providing party. In addition, except as may be prohibited by any Governmental Entity or by any applicable Law, in connection with any such request, inquiry, investigation, Action or legal proceeding in respect of the transactions contemplated by this Agreement, includingeach party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to such request, without limitationinquiry, investigation, Action or legal proceeding and to have access to and be consulted in connection with any waiversdocument, consents opinion or approvals from third parties arising proposal made or delivered after the Closingsubmitted to any Governmental Entity in connection with such request, inquiry, investigation, Action or legal proceeding.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. The Buyer shall reasonably cooperate with the Seller in Seller's efforts to obtain such waivers, consents and approvals. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's future liabilities or future obligations with respect thereto at the Closing until such approval or consent is obtained and assignment occurs, at which time Buyer will assume all such liabilities and obligations following the date of such approval or consent, (B) the Seller shall continue to use its Reasonable Best Efforts for a reasonable period of time after the Closing, and in any case not less than nine (9) months, to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment or termination (at the end of any fixed term thereof or by the Buyer after nine (9) months from the date hereof) of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller or the applicable Subsidiary to be performed under such Assigned Contract, and the Seller or such Subsidiary shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company Seller shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its the Buyer's expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. The Buyer shall reasonably cooperate with the Seller in the Seller's efforts to obtain such waivers, consents and approvals. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using their Reasonable Best Efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and, except as provided in Section 4.2(c) of the Disclosure Schedule, the Buyer shall not assume the Seller's future liabilities or future obligations with respect thereto at the Closing until such approval or consent is obtained and assignment occurs, at which time Buyer will assume all such liabilities and obligations following the date of such approval or consent, (B) the Seller shall continue to use its Reasonable Best Efforts for a reasonable period of time after the Closing, and in any case not less than nine (9) months, to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment or termination (at the end of any fixed term thereof or by the Buyer after nine (9) months from the date hereof) of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller or the applicable Subsidiary to be performed under such Assigned Contract, and the Seller or such Subsidiary shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period, net of associated cost of sales and expenses.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that applications it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Actany applicable foreign antitrust or trade regulation law, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser not be obligated to sell or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation dispose of or take similar action with respect to hold separately (through a trust or otherwise) any assets (tangible or intangible) businesses of the Buyer or its Affiliates. The Parties will work together to identify all waivers, permits, consents, approvals or other authorizations from Governmental Entities that are required under any business interest of it applicable foreign antitrust or any of its Affiliates trade regulation law by either Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable foreign antitrust or trade regulation laws and regulations in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act)therewith. (b) The Company Company, the Selling Shareholders and the Option Holders party hereto shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its their expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are listed or required to be listed in the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 and as are listed in the Company Disclosure Letter Schedules hereto. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingBuyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, best efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company NRI shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) best efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, parties set forth in SECTION 2.4 of the Disclosure Schedule. (c) PurchasePro and to give all such notices to third parties, as NRI shall cooperate with each other in determining whether filings are required to be listed made or consents required to be obtained in the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations any jurisdiction in connection with the consummation of the transactions contemplated by this Agreement and in making or causing to be made any such filings promptly and in seeking to obtain timely any such consents. (d) PurchasePro agrees that it will execute an agreement wherein it agrees to be bound by the Standard Sales Agreement between NRI and Dofasco Inc. dated December 18, 2000 (the "Dofasco Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after ") and fully perform NRI's obligations thereunder; PROVIDED that Dofasco Inc. agrees to revisions to the ClosingDofasco Agreement pursuant to terms satisfactory to PurchasePro.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Buyer shall use its Reasonable Best Efforts to obtain an early termination obtain, as promptly as practicable, the Engage Stockholder Approval at a special meeting of stockholders. In connection with such special meeting of stockholders, the Buyer shall provide to its stockholders a written proxy or information statement (the "Proxy Statement") which complies with the requirements of the applicable waiting period, and Exchange Act. (c) The Board of Directors of the Buyer shall make any further filings or information submissions pursuant thereto recommend that may be necessary, proper or advisable; provided that the stockholders of the Buyer vote in no event shall Purchaser or any favor of the issuance of its Affiliates shares to CMGI pursuant to the Merger and Contribution, which recommendation shall be required to agree supported by the special committee of the directors of the Buyer who are not directors or commit to divest, hold separate, offer for sale, abandon, limit its operation executive officers of or take similar action otherwise affiliated with respect to any assets CMGI (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act"Special Committee"). (bd) The Company With respect to the stockholder approval of the issuance of Buyer shares to CMGI pursuant to the Merger and Contribution, CMGI agrees as follows: (i) Until the termination of this Agreement in accordance with the terms hereof, at any meeting of the stockholders of the Buyer, however called, and in any action by written consent of the stockholders of the Buyer, CMGI shall vote, or cause to be voted, all shares of Buyer stock beneficially owned by CMGI (the "CMGI Buyer Shares") in favor of the issuance of Buyer shares to CMGI pursuant to the Merger and Contribution. CMGI shall be present, in person or by proxy, at any such meeting so that all CMGI Buyer Shares may be counted for the purpose of determining the presence of a quorum at such meeting. (ii) Until the termination of this Agreement in accordance with the terms hereof, CMGI will not directly or indirectly, (1) sell, assign, transfer (including by merger or otherwise by operation of law), pledge, encumber or otherwise dispose of any of CMGI Buyer Shares owned by CMGI, or (2) deposit any of such shares into a voting trust or enter into a voting agreement or arrangement with respect to such shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement, unless in each case the transferee first executes an instrument, in form and substance reasonably acceptable to the Buyer, whereby such transferee agrees to be bound by the terms of this subsection (d). (e) With respect to Adsmart Stockholder Approval: (i) Adsmart shall use its Reasonable Best Efforts to obtain, as promptly as possible, the Adsmart Stockholder Approval at a special meeting of stockholders or in an action by written consent of stockholders. (without ii) Until the obligation termination of this Agreement in accordance with the terms hereof, CMGI will not directly or indirectly, (1) sell, assign, transfer (including by merger or otherwise by operation of law), pledge, encumber or otherwise dispose of any of Adsmart Common Shares owned by CMGI, or (2) deposit any of such shares into a voting trust or enter into a voting agreement or arrangement with respect to expend money except reasonable out-of-pocket costs including filing fees such shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement, unless in each case the transferee first executes an instrument, in form and substance reasonably acceptable to the Buyer, whereby such other fees and costs as are required pursuant transferee agrees to be bound by the terms of this subsection (e). (iii) Until the applicable contract termination of this Agreement in accordance with the terms hereof, if required by law or agreement) to obtainrequested by the Buyer, at its expenseany meeting of the stockholders of Adsmart, however called, or in any action by written consent of the stockholders of Adsmart, CMGI shall vote, or cause to be voted, all such waivers, consents or approvals from third parties, shares of Adsmart common stock beneficially owned by CMGI (the "CMGI Adsmart Shares") in favor of the adoption and to give all such notices to third parties, as are required to be listed in the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by approval of this Agreement and to otherwise comply with the Merger. CMGI shall be present, in person or by proxy, at any such meeting of Adsmart stockholders so that all applicable laws and regulations in connection with CMGI Adsmart Shares may be counted for the consummation purpose of determining the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closingpresence of a quorum at such meeting.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser not be obligated (A) to respond to formal requests for additional information or any of its Affiliates be required documentary material pursuant to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, 16 C.F.R. 803.20 under the Xxxx-Xxxxx-Xxxxxx Act)Act except to the extent it elects to do so in its sole discretion or (B) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. (b) The Company Seller shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingBuyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter Schedule, and the Buyer shall cooperate reasonably in obtaining all such required waivers, consents and approvals. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals Seller) to the Buyer and (D) from third parties arising or delivered and after the ClosingClosing until the assignment of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller to be performed under such Assigned Contract, and the Seller shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 the Transaction Documents and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Documents. Without limiting the generality of the foregoing, each of the Parties Company and the Buyer shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event . Notwithstanding any contrary provision herein, FTI shall Purchaser or any of its Affiliates not be required to agree or commit register the FTI Shares pursuant to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) U.S. federal or any business interest of it applicable state securities laws or any of its Affiliates in connection with or as a condition to receiving the consent or approval laws of any Governmental Entity (including, without limitation, other jurisdiction. The FTI Shares shall be issued under the Xxxx-Xxxxx-Xxxxxx Act)this Agreement pursuant to applicable exemptions thereunder. (b) The Company and the Sellers shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its the Sellers’ 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals Seller) to the Buyer and (D) from third parties arising or delivered and after the ClosingClosing until the assignment of each such Assigned Contract pursuant to clause (C) above, to the extent permissible under the applicable Assigned Contract, the Buyer shall perform and fulfill, on a subcontractor or sublicensee basis, as applicable, the obligations of the Seller to be performed under such Assigned Contract, and the Seller shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct or other applicable U.S. or foreign antitrust laws, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser not be obligated (A) to respond to formal requests for additional information or any of its Affiliates be required documentary material pursuant to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, 16 C.F.R. 803.20 under the Xxxx-Xxxxx-Xxxxxx Act)Act except to the extent it elects to do so in its sole discretion or (B) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. (b) The Company Each Party shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 may be required for such Party to consummate the transactions contemplated herein, including, in the case of the Company, the waivers, consents, approvals and notices required to be listed in the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser Buyer or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company Seller shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreementcosts) 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 on the Company Disclosure Letter schedules hereto or as may be required for the Company Seller 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closing.

Governmental and Third-Party Notices and Consents. (a) Each Until such time as this Agreement is terminated by either or both Parties pursuant to Section 7.1, each Party shall cooperate and shall use its Reasonable Best Efforts to, as promptly as practical, all necessary efforts and take all necessary actions to obtain, at its expenseexpense (except as provided in Section 4.8), all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx HSR Act, and thereafter shall use its Reasonable Best Efforts all necessary efforts and take all necessary actions to obtain an early termination of the applicable waiting period, and shall to make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided , to respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act and to avoid, contest and/or overcome any administrative or judicial action or order that would restrict, prevent or prohibit the consummation of the Merger. Nothing contained in no event shall Purchaser this Agreement would require the Buyer or the Transitory Subsidiary to agree to divest, license or otherwise become subject to any limitations on, their respective rights effectively to acquire, control or operate the business of the Company, or divest itself of all or any portion of the Company’s business or the business, assets or operations of the Buyer or the Transitory Subsidiary, or any of its Affiliates be required to agree their respective Affiliates. Each Party shall cooperate with the other Parties hereto in connection with making any filing under the HSR Act or commit to divestpremerger filings with other Governmental Entities, hold separateincluding, offer for sale, abandon, limit its operation of or take similar action with respect to the Party making a particular filing, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith. The Company shall provide promptly following the request of Buyer any assets (tangible or intangible) or any business interest of it or any of its Affiliates information required in connection with or as a condition to receiving the consent or approval preparation of merger filings with, and any information requested by, any Governmental Entity in respect of such filings. The Buyer shall be entitled to direct and oversee any proceedings or negotiations with any Governmental Entity relating to the government review of the Merger. The Company shall promptly inform Buyer of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority in respect of any such filings, investigation or other inquiry. The Company shall, to the extent practicable, provide reasonable prior notice of any meeting or communication with any Governmental Entity regarding any filings, investigation or other inquiry reviewing the transaction, such that the Buyer has reasonable opportunity to attend and participate at such a meeting or communication. The Company shall consult and cooperate with Buyer in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company in connection with all meetings, actions and proceedings under or relating to any such application or filing. For the avoidance of doubt, all strategic decisions, presentations, submissions and any other documentation prepared in connection with the transactions contemplated by this Agreement (includingother than communication by the Company’s counsel in the ordinary course with representatives of Governmental Entities, without limitationof which such counsel shall keep Buyer’s counsel fully informed) shall be made or prepared by the Buyer, under or reviewed by the Xxxx-Xxxxx-Xxxxxx Act)Buyer to the extent the submission must be made by the Company, and the Company shall fully cooperate with Buyer in connection with the same. Neither the Buyer nor any subsidiary thereof is, or will become prior to the Effective Time, party to any agreement pursuant to which it is obligated, or may become obligated, to acquire any other entity, business or assets of an entity or business, the acquisition of which would reasonably be expected to materially delay or prevent the receipt of necessary HSR Act clearance of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation Section 2.4 of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingDisclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expenseexpense (subject to Section 6.7), all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct or other applicable U.S. or foreign antitrust laws, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser not be obligated (i) to respond to formal requests for additional information or any of its Affiliates be required documentary material pursuant to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, 16 C.F.R. 803.20 under the Xxxx-Xxxxx-Xxxxxx Act)Act except to the extent it elects to do so in its sole discretion or (ii) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. (b) The Equity Holders, the Seller, the Company and the Subsidiaries shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its their 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closingset forth on Schedule 6.2(b).

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waiversconsents, consents waivers or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingBuyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities and Antitrust Authorities, and to effect all registrations, filings and notices with or to Governmental EntitiesEntities and Antitrust Authorities, 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct and under any applicable Antitrust Law, shall use its Reasonable Best Efforts commercially reasonable efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event . The Parent and the Buyer shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action cooperate with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates each other in connection with the making of all such filings (subject to applicable law regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or as a condition to receiving changes suggested in connection therewith. For the consent avoidance of doubt, the Buyer and the Parent agree that nothing contained in this Section 4.2(a) shall modify or approval of any Governmental Entity (including, without limitation, affect their respective rights and responsibilities under the Xxxx-Xxxxx-Xxxxxx ActSection 4.2(b). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant Subject to the terms hereof, the Buyer and the Parent agree, and shall cause each of the applicable contract or agreement) their respective Subsidiaries, to obtain, at its expense, all such waivers, consents cooperate and to use commercially reasonable efforts to obtain any government clearances or approvals from third partiesrequired for Closing under any applicable Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to give all such notices to third partiescontest and resist any action, as are required to be listed in the Company Disclosure Letter including any legislative, administrative or as may be required for the Company to consummate the transactions contemplated by this Agreement judicial action, and to otherwise comply with all applicable laws and regulations in connection with have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. The Buyer shall be entitled to direct any proceedings or negotiations with any Antitrust Authority relating to any of the foregoing, provided that it shall afford the Parent a reasonable opportunity to participate therein. Notwithstanding anything in this Agreement to the contrary, neither the Buyer nor any of its Affiliates shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets of the Buyer or any of its Affiliates or any Business Subsidiary or Operating Subsidiary or imposing or seeking to impose any material limitation on the ability of the Buyer or any of its Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the BGS Shares or (ii) take any action under this Section if the United States Department of Justice or the United States Federal Trade Commission, or any Antitrust Authority administering any other applicable Antitrust Law, authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the transactions contemplated by this Agreement. (c) The Sellers and all Business Subsidiaries and Operating Subsidiaries shall take all reasonable steps necessary to provide any required notices and secure any required governmental approvals (including any required novation agreements) to continue all material Government Contracts of any Business Subsidiary or Operating Subsidiary after the consummation of the transactions contemplated in this Agreement. (d) The Sellers shall use their commercially reasonable efforts to obtain, includingat their expense, without limitation, any all waivers, consents or approvals from third parties arising or delivered after the Closinglisted in Schedule 5.2(a).

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser Buyer or any of its Affiliates be required to (i) agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates (including, without limitation, the Surviving Corporation or any of the Subsidiaries after consummation of the Merger) in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Act) or (ii) defend through litigation on the merits any claim asserted in any court by any person or Government Entity. Notwithstanding the foregoing to the contrary, each of Buyer and the Company shall be responsible for paying 50% of any filing fees incurred by either the Company or Buyer with respect to filings made with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx Xxxxx Xxxxxx Act. With respect to any survey or other relicensing inspection of a Company Facility by any Governmental Entity conducted at any time during the three (3) month period after the Closing Date as a result of Buyer's application for change of ownership or change of operator, as applicable, the Company (or the Indemnifying Securityholders to the extent such costs are payable after Closing) shall be responsible (on a joint and several basis, with respect to the Indemnifying Securityholders) for all citations and/or deficiencies attributable (i) solely to pre-Closing activities that violate a licensing statute, rule or regulation (and which violation did not first occur after the Closing Date) and/or (ii) to pre-Closing conditions existing at such Company Facility, and the Company shall take all actions reasonably necessary to correct such citations and/or deficiencies to the extent applicable; provided, however, that in no event shall the Company (or the Indemnifying Securityholders to the extent such costs are payable after Closing) be obligated to pay pursuant to this Section 4.2, in the aggregate, more than $25,000 with respect to any Company Facility. In any instance requiring payment by the Indemnifying Securityholders pursuant to this Section 4.2, the Company shall promptly provide each Shareholder Representative with copies of any and all invoices supporting such charges and shall utilize reasonably cost-effective means of accomplishing such repairs. Subject to the limitations set forth in the preceding two sentences, the Company's or the Indemnifying Securityholders' responsibilities, as the case may be, shall include correcting all non-compliances and/or citations, paying any and all fines, providing a plan of correction (prior to Closing), providing and bearing the expense for all consultants, staff, materials, supplies and equipment necessary to complete the plan of correction, and achieve full compliance. (b) The Notwithstanding anything else in this section to the contrary, and in connection with the shareholder approval contemplated in Section 4.17(ii), the Company shall, prior to the Closing, obtain all necessary consents from the requisite Company Shareholders to ensure that there are no contracts, agreements, plans, or arrangements maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party, including the provisions of Sections 1.6, 1.9, 4.8 and 4.16 and Article VI of this Agreement, covering any current or former employee, director or consultant of the Company or any of its Subsidiaries that, individually or collectively, will give rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code. (c) Except as set forth above, the Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company 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 AgreementLetter, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closing.

Governmental and Third-Party Notices and Consents. (a) Each Party shall will use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party (and the case of the Selling Parties, each other Selling 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall Seller will use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights will not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer will not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller will continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller will execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment of each such Assigned Contract pursuant to clause (C) above, the Buyer will perform and fulfill, on a subcontractor basis, the obligations of the Seller to be performed under such Assigned Contract, and the Seller will promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company Seller shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expensethe Buyer's, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. The Buyer shall reasonably cooperate with the Seller in the Seller's efforts to obtain such waivers, consents and approvals. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using their Reasonable Best Efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and, the Buyer shall not assume the Seller's future liabilities or future obligations with respect thereto at the Closing until such approval or consent is obtained and assignment occurs, at which time Buyer will assume all such liabilities and obligations following the date of such approval or consent, (B) the Seller shall continue to use its Reasonable Best Efforts for a reasonable period of time after the Closing, and in any case not less than nine (9) months, to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the Closing until the assignment or termination (at the end of any fixed term thereof or by the Buyer after nine (9) months from the date hereof) of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller or the applicable Subsidiary to be performed under such Assigned Contract, and the Seller or such Subsidiary shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period, net of associated cost of sales and expenses. If the assignment of an Assigned Contract is approved by the carrier after, rather than before or concurrent with, the Closing, as between Seller and Buyer the date of Closing shall be the effective date of the sale and purchase of the rights under the Assigned Contract and Buyer's assumption of obligations under the Assigned Contract, it being the intent that all residuals collected after the Closing Date under the Assigned Contracts shall belong to Buyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expenseexpense (subject to this Section 5.6), all waivers, permitsPermits, consents, approvals or other authorizations from any (a) Governmental Entities Entity, and to effect all registrations, filings and notices with or to any Governmental EntitiesEntity, as may be required for such Party Party, and (b) third parties (including, in the case of the Company, obtaining the Requisite Stockholder Approval); in each case, as necessary to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws Laws and regulations Regulations. (b) In furtherance and not in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality limitation of the foregoing, each of the Parties shall promptly Company, Buyer, LP Holdings and Merger Sub (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than the fifth (5th) Business Day after the date hereof, file any Notification and Report Forms all notices, reports and related material that it other documents required to be filed by such party under the HSR Act with respect to the transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; and (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, Permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to file the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Entity in connection with the Federal Trade Commission transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period, (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement, and (v) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Entity as a condition to granting any consent, Permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the Antitrust Division DOJ, or other Governmental Entities of any other jurisdiction for which consents, Permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the United States Department transactions contemplated by this Agreement; provided that the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries only in the event the Closing occurs; provided, further, that, subject to the obligations of Justice under Buyer, LP Holdings and Merger Sub set forth in Sections 5.6(d)-(f), the Xxxx-Xxxxx-Xxxxxx ActCompany and its Subsidiaries shall only be permitted to take or commit to take any such action, or agree to any such condition or restriction, with the prior written consent of Buyer, LP Holdings and Merger Sub. Notwithstanding anything to the contrary in this Section 5.6, none of Buyer, LP Holdings or Merger Sub, on the one hand, or the Company on the other hand, shall use its Reasonable Best Efforts to obtain an request early termination of the applicable HSR Act waiting periodperiod without obtaining the prior written consent of the other Parties, as applicable, and each of such Parties shall make use commercially reasonable efforts to protect against any further filings public disclosure of this Agreement or information submissions pursuant thereto that may be necessaryits existence. (c) Without limiting the generality of anything contained in this Section 5.6, proper each Party hereto shall (i) give the other Parties prompt notice of the making or advisable; provided that in no event shall Purchaser commencement of any request, inquiry, investigation, Action or legal proceeding by or before any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any assets such request, inquiry, investigation, action or legal proceeding, (tangible iii) promptly inform the other Parties of any communication to or intangible) from the FTC, DOJ or any business interest other Governmental Entity regarding the transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, Action or legal proceeding, and provide a copy of it all written communications and (iv) pull and re-file any notice under the HSR Act only if the other Parties agree. Subject to applicable Law, in advance and to the extent practicable, each of Buyer, LP Holdings, Merger Sub or Company, as the case may be, will consult the other on all the information relating to Buyer, LP Holdings, Merger Sub or the Company, as the case may be, and any of its Affiliates their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with shall incorporate all applicable laws and regulations comments reasonably proposed by Xxxxx, LP Holdings, Merger Sub or the Company, as the case may be; provided, however, that if review of any information would be material in connection with any second request (or similar process), such information shall be provided solely to those individuals acting as outside antitrust counsel for the consummation other Parties provided that such counsel shall not disclose such information to such other Parties and shall enter into a joint defense agreement with the providing party. In addition, except as may be prohibited by any Governmental Entity or by any applicable Law, in connection with any such request, inquiry, investigation, Action or legal proceeding in respect of the transactions contemplated by this Agreement, includingeach party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to such request, without limitationinquiry, investigation, Action or legal proceeding and to have access to and be consulted in connection with any waiversdocument, consents opinion or approvals from third parties arising proposal made or delivered after the Closingsubmitted to any Governmental Entity in connection with such request, inquiry, investigation, Action or legal proceeding.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser not be obligated (A) to respond to formal requests for additional information or any of its Affiliates be required documentary material pursuant to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, 16 C.F.R. 803.20 under the XxxxHxxx-Xxxxx-Xxxxxx Act)Act except to the extent it elects to do so in its sole discretion or (B) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. (b) The Company Seller shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingBuyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 Laws in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company Seller shall use its Reasonable Best Efforts (without the obligation to expend money except commercially reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) efforts to obtain, at its sole expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Purchasers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) such consent or approval is not obtained prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and the Seller’s rights thereunder and/or other assets or rights shall not be assigned and transferred by the Seller to the Purchasers at the Closing and the Purchasers shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller shall use its commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing upon the request of the Purchasers, and (C) upon the obtaining of such consent or approval, the Purchasers and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingPurchasers.

Governmental and Third-Party Notices and Consents. (a) Each Party Following the Closing, each of the Seller and the Buyer shall use its Reasonable Best Efforts to, as promptly as practical, obtain, at its expense, commercially reasonable efforts to obtain all waivers, permits, consents, approvals or other authorizations from Governmental Entities or any third parties, and to effect all registrations, filings and notices with or to Governmental EntitiesEntities or any third parties, as may be required for such Party the Buyer to consummate own and operate the transactions contemplated by this Agreement Acquired Assets as of the Closing and to otherwise comply with all applicable laws and regulations Laws in connection therewith; provided, however, that none of Seller's employees or other representatives shall have any obligation to travel in connection with the consummation obtaining of consents from the transactions contemplated by this AgreementSoCal LDC pool customers as to the change of gas pools. Without limiting If the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission Seller and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts Buyer are unable to obtain an early termination any third party consent to the transfer of any Assigned Contract, unless or until such consent is received or said agreement is terminated (by lapse of time or by the counterparty thereto but not by the Seller), the Seller shall exercise commercially reasonable efforts at the Buyer's expense to cause the applicable waiting periodAssigned Contract to remain in full force and effect for so long as this Section 5.1 is applicable to it), and (a) the applicable Assigned Contract shall make be held by the Seller after Closing as the Buyer's agent, for the benefit of Buyer, to the extent such holding by the Seller does not violate any further filings Law or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to violate the terms of the agreement(s) applicable contract or agreementthereto, (b) the Seller shall provide the Buyer with the economic and other benefits of such Assigned Contract, including by forwarding to obtain, at its expense, all the Buyer any monies received pursuant to such waivers, consents or approvals from third parties, Assigned Contracts and (c) the Seller shall endeavor to give all institute alternative arrangements intended to put the Buyer in substantially the same economic and operational position as if such notices Assigned Contract were transferred to third parties, as are required to be listed in the Company Disclosure Letter or as may be required for the Company to consummate the transactions contemplated by this Agreement Buyer. Any fees and to otherwise comply with all applicable laws and regulations costs of each Party's attorneys arising in connection with the consummation complying with this Section 5.1 will be borne by such Party. All costs and expenses of the transactions contemplated Seller (other than the fees and costs of the Seller's attorney) arising in connection with complying with this Section 5.1, up to $15,000, will be borne by the Buyer, and all of the Seller's costs and expenses in excess thereof will be borne by the Seller. Any of such costs and expenses of the Seller being borne by the Buyer will be reimbursable by the Buyer to the Seller promptly following receipt by the Buyer of appropriate receipts or other documentary evidence thereof. All costs and expenses incurred by the Buyer in complying with this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Section 5.1 will be borne solely by the ClosingBuyer.

Governmental and Third-Party Notices and Consents. Each of the Parties agrees to cooperate with one another in mutual good faith to seek to obtain all necessary consents and approvals discuss herein: (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedules. The Buyer shall reasonably cooperate with the Seller in Seller's efforts to obtain such waivers, consents and approvals. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's future liabilities or future obligations with respect thereto at the Closing until such approval or consent is obtained and assignment occurs, at which time Buyer will assume all such liabilities and obligations following the date of such approval or consent, (B) the Seller shall continue to use its Reasonable Best Efforts for a reasonable period of time after the Closing, and in any case not less than nine (9) months, to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment or termination (at the end of any fixed term thereof) of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller to be performed under such Assigned Contract, and the Seller shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 the Ancillary Agreements and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, Party shall use its Reasonable Best Efforts commercially reasonable efforts to obtain an early termination of the applicable waiting periodmake all necessary filings, and shall thereafter make any further filings or information submissions pursuant thereto that may be necessaryother required submissions, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to this Agreement and the transactions contemplated hereby, required under (i) the HSR Act and any assets other federal, state or foreign law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (tangible or intangible) or collectively “Antitrust Laws”), and to respond to any business interest government requests for information under any Antitrust Law. The Parties will consult and cooperate with one another, and consider in good faith the views of it or any of its Affiliates one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or as a condition to receiving the consent submitted by or approval on behalf of any Governmental Entity Party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the contrary in this Agreement, neither Party shall be obligated (including, without limitation, A) to institute or pursue litigation or (B) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses. Buyer shall pay the filing fees of the notification reports required to be filed under the Xxxx-Xxxxx-Xxxxxx HSR Act). (b) The Seller and the Company shall, and shall procure that Parent shall, use its Reasonable Best Efforts (without the obligation to expend money except their respective commercially reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) efforts to obtain, at its Seller’s and Parent’s 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 the Company Seller Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall (i) promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct or other applicable U.S. or foreign antitrust laws, shall (ii) use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall (iii) make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required , (iv) to agree or commit to divestthe extent permitted by applicable law, hold separate, offer for sale, abandon, limit its operation of or take similar action cooperate with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates one another in connection with any filing under applicable antitrust laws and in connection with resolving any investigation or as a condition to receiving other inquiry concerning the consent or approval of transactions contemplated by this Agreement commenced by any Governmental Entity (includingincluding any proceeding initiated by a private party), without limitationand (v) to the extent permitted by applicable law, under keep the Xxxx-Xxxxx-Xxxxxx Act)other Parties reasonably informed of any communication received by such Party from, or given by such party to, any Governmental Entity; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, Each Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except respective commercially reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Company Disclosure Letter Schedule. If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Sellers) to the ClosingBuyers.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 Agreement, to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement. Without limiting Agreement and to permit Buyer to own the generality of Acquired Assets following the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act)Closing. (b) The Company Sellers shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its their 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 the Company Disclosure Letter or as may be required for the Company such Sellers to consummate the transactions contemplated by this Agreement and Agreement, to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement, includingand to permit Buyer to own the Acquired Assets following the Closing, without limitation, any including those waivers, consents consents, approvals, and notices listed in Section 2.3 of the Disclosure Schedule; provided, that, in connection with using such Reasonable Best Efforts, except as provided in Section 1.5(j), no Seller shall be required to (i) incur, admit or approvals from third parties arising consent to any liability or delivered after obligation or (ii) make more than a nominal out-of-pocket expenditure; and provided further, that any failure to cure such breach or default shall not constitute a breach of this Section 4.2(b) so long as Sellers use their Reasonable Best Efforts to cure such breach. If a counterparty to an Assigned Customer Contract indicates orally or in writing that there is a material breach, default or basis for a breach or default under such Customer Contract, Sellers shall as soon as it is reasonably practicable inform Buyer, and Sellers shall, and shall cause their applicable Subsidiaries to, and Buyer shall cooperate with Sellers in accordance with Section 4.3(f), cure such breach or default and resolve such basis for a breach or default prior to the ClosingClosing to Buyer’s satisfaction. Sellers shall reasonably cooperate with Buyer in introducing Buyer or permitting Buyer to have access to the counterparties to the Customer Contracts. Sellers shall keep Buyer reasonably informed, including providing copies of correspondence and other material information, on a timely basis, as to the status of Sellers’ efforts to cure such breach or default or resolve such basis for a breach or default.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, except and only to the extent that, at the sole election of the Buyer, such Assigned Contracts and/or other assets or rights are included in the xxxx of sale and the instrument of assumption referred to elsewhere in this Agreement, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consents or approvals as soon as practicable after the Closing, regardless of whether such Assigned Contracts and/or other assets or rights are included in the xxxx of sale and the instrument of assumption as described in clause (iii)(A) of this Section 4.2(c), (C) upon obtaining such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment of each such Assigned Contract and/or other asset or right pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller to be performed under such Assigned Contract and/or other asset or right, and the Seller shall promptly remit to the Buyer all payments received by it under such Assigned Contract and/or other asset or right for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule. The Buyer shall reasonably cooperate with the Seller in Seller’s efforts to obtain such waivers, consents and approvals. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s future liabilities or future obligations with respect thereto at the Closing until such approval or consent is obtained and assignment occurs, at which time Buyer will assume all such liabilities and obligations following the date of such approval or consent, (B) the Seller shall continue to use its Reasonable Best Efforts for a reasonable period of time after the Closing, and in any case not less than nine (9) months, to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment or termination (at the end of any fixed term thereof or by the Buyer after nine (9) months from the date hereof) of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller or the applicable Subsidiary to be performed under such Assigned Contract, and the Seller or such Subsidiary shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties (i) will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the Xxxx-Xxxxx-Xxxxxx Act, (ii) shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, (iii) shall use its Reasonable Best Efforts commercially reasonable efforts to obtain an early termination of the applicable waiting period, and (iv) shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser or any pay the filing fees of its Affiliates be required to agree or commit to divestBuyer, hold separate, offer for sale, abandon, limit its operation of or take similar action the Company and the Company Stockholders with respect to such filing. With respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, such filings under the Xxxx-Xxxxx-Xxxxxx Act), each Party will (x) promptly notify the other Party of any written communication to that Party from any Governmental Entity located in the United States and, to the extent practicable, outside of the United States and, subject to applicable law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other Party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement and the transactions contemplated thereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and (z) furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated thereby, except that any materials concerning the Buyer’s valuation of the Company, the Company’s valuation of the transaction or competitively sensitive information of either Buyer or the Company may be redacted and internal financial information of the Buyer may be provided to the Company’s counsel on an outside counsel basis only. (b) The Buyer shall use its commercially reasonable efforts to resolve any challenge to the transactions contemplated by this Agreement by any such Governmental Entity or its respective staff to the extent necessary to obtain clearances or approvals under the Xxxx-Xxxxx-Xxxxxx Act. Notwithstanding the foregoing, the Buyer’s ‘commercially reasonable efforts’ shall not require that the Buyer agree to divest or hold separate any portion of the Buyer or the Company in order to resolve a challenge or potential challenge to the transaction contemplated by this Agreement. (c) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except commercially reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) efforts to obtain, at its expense, all such waivers, consents or approvals from third partiesparties in connection with the transactions contemplated by this Agreement, including those listed on Schedule 2.4, and to give all such notices to third parties, parties as are required to be listed in the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closingset forth on Schedule 4.2(c).

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 Laws in connection with the consummation of the transactions contemplated by this Agreement. The Buyer shall pay all filing fees payable to Governmental Entities in connection with the filings under the Xxxx-Xxxxx-Xxxxxx Act and other applicable U.S. or foreign antitrust Laws. Without limiting the generality of the foregoing, each of the Parties shall promptly promptly, and in any event within five (5) Business Days of the execution of this Agreement, file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct or other required filings under any other applicable U.S. or foreign antitrust Laws, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting periodperiods, and shall promptly make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, the Buyer shall Purchaser not be obligated (i) to commence or defend any of its Affiliates be Legal Proceeding required to agree obtain any such waiver, permit, consent, approval or commit other authorization or (ii) to divest, hold separate, offer for sale, abandon, limit its operation sell or dispose of or take similar action with respect to hold separately (through a trust or otherwise) any assets (tangible or intangible) businesses of the Buyer or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act)Affiliates. (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities and Antitrust Authorities, and to effect all registrations, filings and notices with or to Governmental EntitiesEntities and Antitrust Authorities, 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHxxx-Xxxxx-Xxxxxx ActAct and under any applicable Antitrust Law, shall use its Reasonable Best Efforts commercially reasonable efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event . The Parent and the Buyer shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action cooperate with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates each other in connection with the making of all such filings (subject to applicable law regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or as a condition to receiving changes suggested in connection therewith. For the consent avoidance of doubt, the Buyer and the Parent agree that nothing contained in this Section 4.2(a) shall modify or approval of any Governmental Entity (including, without limitation, affect their respective rights and responsibilities under the Xxxx-Xxxxx-Xxxxxx ActSection 4.2(b). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant Subject to the terms hereof, the Buyer and the Parent agree, and shall cause each of the applicable contract or agreement) their respective Subsidiaries, to obtain, at its expense, all such waivers, consents cooperate and to use commercially reasonable efforts to obtain any government clearances or approvals from third partiesrequired for Closing under any applicable Antitrust Law, to respond to any government requests for information under any Antitrust Law, and to give all such notices to third partiescontest and resist any action, as are required to be listed in the Company Disclosure Letter including any legislative, administrative or as may be required for the Company to consummate the transactions contemplated by this Agreement judicial action, and to otherwise comply with all applicable laws and regulations in connection with have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. The Buyer shall be entitled to direct any proceedings or negotiations with any Antitrust Authority relating to any of the foregoing, provided that it shall afford the Parent a reasonable opportunity to participate therein. Notwithstanding anything in this Agreement to the contrary, neither the Buyer nor any of its Affiliates shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets of the Buyer or any of its Affiliates or any Business Subsidiary or Operating Subsidiary or imposing or seeking to impose any material limitation on the ability of the Buyer or any of its Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the BGS Shares or (ii) take any action under this Section if the United States Department of Justice or the United States Federal Trade Commission, or any Antitrust Authority administering any other applicable Antitrust Law, authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the transactions contemplated by this Agreement. (c) The Sellers and all Business Subsidiaries and Operating Subsidiaries shall take all reasonable steps necessary to provide any required notices and secure any required governmental approvals (including any required novation agreements) to continue all material Government Contracts of any Business Subsidiary or Operating Subsidiary after the consummation of the transactions contemplated in this Agreement. (d) The Sellers shall use their commercially reasonable efforts to obtain, includingat their expense, without limitation, any all waivers, consents or approvals from third parties arising or delivered after the Closinglisted in Schedule 5.2(a).

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter Schedule. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller's liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this AgreementSeller) to the Buyer, including, without limitation, any waivers, consents or approvals and (D) from third parties arising or delivered and after the ClosingClosing until the assignment of each such Assigned Contract pursuant to clause (C) above, the Buyer shall perform and fulfill, on a subcontractor basis, the obligations of the Seller or the applicable Subsidiary to be performed under such Assigned Contract, and the Seller or such Subsidiary shall promptly remit to the Buyer all payments received by it under such Assigned Contract for services performed during such period. (d) Seller shall obtain, at its expense, Tax good standing certificates or other documentation satisfactory to Buyer to the effect that Buyer shall incur no liability as a successor, transferee or otherwise for Tax or other liabilities of Seller in each jurisdiction to which Seller may be subject to Tax.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities Entities, including without limitation the Regulatory Approvals (the “Governmental Filings”), 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any documents and applications necessary to obtain the Regulatory Approvals; and promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided provided, however, that notwithstanding anything to the contrary in no event this Agreement, Parent shall Purchaser not be obligated (A) to respond to formal requests for additional information or any of documentary material pursuant to 16 C.F.R. 803.20 under the Xxxx Xxxxx Xxxxxx Act except to the extent it elects to do so in its Affiliates be required sole discretion or (B) to agree sell or commit to divest, hold separate, offer for sale, abandon, limit its operation dispose of or take similar action with respect to hold separately (through a trust or otherwise) any assets (tangible or intangible) businesses of Parent or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act)Affiliates. (b) The Company Empire shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 on Section 2.3 of the Company Empire Disclosure Letter or as Schedule (the “Third Party Consents”). (c) Parent will take all actions that may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable necessary under state securities laws and regulations in connection with the consummation offering and issuance of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingMerger Shares.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, . (b) The Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 and as are listed in the Company Disclosure Letter Schedules hereto. (c) If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingBuyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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 Agreement, to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement. Without limiting Agreement and to permit Buyer to own the generality of Acquired Assets following the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act)Closing. (b) The Company Sellers shall use its their Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its their 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 the Company Disclosure Letter or as may be required for the Company such Sellers to consummate the transactions contemplated by this Agreement and Agreement, to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement, includingand to permit Buyer to own the Acquired Assets following the Closing, without limitation, any including those waivers, consents consents, approvals, and notices listed in Section 2.3 of the Disclosure Schedule; provided, that, in connection with using such Reasonable Best Efforts, except as provided in Section 1.5(j), no Seller shall be required to (i) incur, admit or approvals from third parties arising consent to any liability or delivered after obligation or (ii) make more than a nominal out-of-pocket expenditure; and provided further, that any failure to cure such breach or default shall not constitute a breach of this Section 4.2(b) so long as Sellers use their Reasonable Best Efforts to cure such breach. If a counterparty to an Assigned Contract indicates orally or in writing that there is a material breach, default or basis for a breach or default under such Assigned Contract, Sellers shall as soon as it is reasonably practicable inform Buyer, and Sellers shall, and shall cause their applicable Subsidiaries to, and Buyer shall cooperate with Sellers in accordance with Section 4.3(f), cure such breach or default and resolve such basis for a breach or default prior to the ClosingClosing to Buyer’s satisfaction. Sellers shall reasonably cooperate with Buyer in introducing Buyer or permitting Buyer to have access to the counterparties to the Customer Contracts and the Related Contracts. Sellers shall keep Buyer reasonably informed, including providing copies of correspondence and other material information, on a timely basis, as to the status of Sellers’ efforts to cure such breach or default or resolve such basis for a breach or default.

Governmental and Third-Party Notices and Consents. (a) The Parties shall jointly file an application with the PSC for the PSC Approval as soon as practical, but in no event later than July 31, 2012, and each Party is committed to dedicate the time and other resources necessary to achieve such deadline. Each Party shall bear its own expenses in connection with the preparation of such application with the PSC, and the Parties shall share equally all joint costs and expenses in connection with such application, including without limitation any filing costs and expenses. The Seller and the Buyer agree to use Reasonable Best Efforts to promptly seek the PSC Approval including responding as promptly as practicable to any inquiries or requests received from the PSC for additional information or documentation. The Parties agree the application will not include a request for acquisition premium, and the Buyer covenants it will not seek to recover an acquisition premium in any future rate proceedings before the PSC. The Parties agree that the application for the PSC Approval shall be limited to a request for approval of the transactions contemplated by this Agreement and shall not include a request for any ratemaking treatment associated therewith, including but not limited to a finding of rate base or any proposed change in rates, and the Parties contemplate that such application shall include, but not be limited to, the following elements: the proposed price to be paid for the Shares and the proposed terms of payment, the financial statements of the Buyer and the Company (including a pro forma balance sheet of the Company reflecting the results of the transactions contemplated by this Agreement), a report of the nature of the Buyer’s business and an informative description of the business intended to be done by the Buyer, and a statement of reasons why the Buyer desires to complete the transactions contemplated by this Agreement to be consummated at the Closing. In addition, each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all other waivers, permits, consents, approvals or other authorizations from Governmental Entities Entities, and to effect all other 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. Without limiting The Seller shall not be responsible for any rate effects resulting from any regulatory approval or order relating to the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act)transactions contemplated by this Agreement. (b) The Company shall use Seller, at its Reasonable Best Efforts (without expense and with the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms cooperation of the applicable contract or agreementBuyer, shall request that the EPA make the EPA Finding, and the Buyer, at its expense, shall provide the Seller and the EPA such documents, information and other assistance as may be necessary in connection therewith. (c) to The Seller shall 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingSchedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting ; provided, however, that the generality of Seller shall have no obligation to pay any material amounts or incur any material liability or obligation to any Governmental Entity as a condition or inducement for obtaining any such waivers, consents and approvals. (b) As further provided in Schedule 4.2(b), the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, Seller shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as listed or are required to be listed in the Company Disclosure Letter Schedule; provided, however, that the Seller shall have no obligation to pay any material amounts or incur any material liability or obligation to any third party as a condition or inducement for obtaining any such waivers, consents and approvals. Schedule 4.2(b) lists the software or online subscriptions which are material to the Business and, with respect to each such asset, lists whether it will be (i) made available (subject to obtaining any necessary consent) to the Buyer for a transition period under the Transition Services Agreement, (ii) transferred to the Buyer as of the Closing, or (iii) purchased prior to or as of Closing, at the Seller’s expense, in the Buyer’s name for the Buyer’s use in the Business. In the event that the Seller is unable to transfer to Buyer any software or online subscription listed in Schedule 4.2(b)(ii) as of the Closing, Buyer may elect to have the Seller purchase (or reimburse Buyer for) such item prior to or as of Closing, at the Seller’s expense, in the Buyer’s name for the Buyer’s use in the Business, in accordance with clause (iii) of this Section 4.2(b). (c) Subject to the Buyer’s right to elect to have Seller purchase certain software or online subscription items pursuant to the last sentence of Section 4.2(b), if (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Seller to the Buyer (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Seller, after using its Reasonable Best Efforts, is unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the Seller to the Buyer at the Closing and the Buyer shall not assume the Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Seller shall continue for a period of 90 days to use its Reasonable Best Efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyer and the Seller shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be required for necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the Company to consummate the transactions contemplated by this Agreement associated liabilities and to otherwise comply with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreement, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after Seller) to the ClosingBuyer.

Governmental and Third-Party Notices and Consents. (a) Each Subject to the further subsections of this Section 4.5, each Party shall use its Reasonable Best Efforts to, as promptly as practical, reasonable best efforts to obtain, at its expenseexpense (subject to Section 8.5), all waiversany waiver, permitsPermit, consentsconsent, approvals approval or other authorizations authorization from any Governmental Entities and to effect all registrationsEntity or third parties, filings and notices with or to Governmental Entitiesin each case, as may be required for such Party necessary to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws Laws relating to this Agreement or the transactions contemplated hereby, including by effecting any registration, filing or notice with or to any Governmental Entity in order to obtain any such waiver, Permit, consent, approval or other authorization. (b) In furtherance and regulations not in limitation of the obligations set forth in Section 4.5(a), each of the Company, Buyer and Merger Sub (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than ten (10) Business Days after the execution of this Agreement, file any and all notices, reports and other documents required to be filed by such Party under the HSR Act with respect to the transactions contemplated by this Agreement; and shall use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting period under the HSR Act (including, at the Company’s request, seeking to obtain early termination of the waiting period thereunder), (ii) as promptly as reasonably practicable provide such information as may reasonably be requested by the DOJ or the FTC under the HSR Act or by any other Governmental Entity under any other applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, as well as any information required to be submitted to comply with, a request for additional information in order to commence or end a statutory waiting period, (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement, and (iv) promptly take, and cause its Affiliates to take, all reasonable actions and steps requested or required by any Governmental Entity as a condition to granting any consent, Permit, authorization, waiver, clearance or approval, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, of the FTC and the DOJ, or other Governmental Entities of any other jurisdiction for which consents, Permits, authorizations, waivers, clearances, approvals or expirations or terminations of waiting periods are required with respect to the transactions contemplated by this Agreement; provided that the Company will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Closing occurs. (c) Without limiting the generality of anything contained in this Section 4.5, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, Litigation or Action by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) keep the other Parties reasonably informed as to the status of any such request, inquiry, investigation, Litigation, or Action, (iii) promptly inform the other Parties of any communication to or from the FTC, the DOJ or any other Governmental Entity regarding the transactions contemplated by this Agreement, or regarding any such request, inquiry, investigation, Litigation or Action, and provide a copy of all written communications and (iv) pull and re-file any notice under the HSR Act only with the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed). Subject to applicable Law, in advance and to the extent practicable, each of Buyer, Merger Sub or the Company, as the case may be, will consult the other on all the information relating to Buyer, Merger Sub or the Company, as the case may be, and any of their respective Affiliates that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement and shall incorporate all comments reasonably proposed by Buyer, Merger Sub or the Company, as the case may be; provided, however, that, if review of any information would be material in connection with any second request (or similar process), such information shall be provided solely to those individuals acting as outside antitrust counsel for the other Parties provided that such counsel shall not disclose such information to such other Parties and shall enter into a joint defense or interest agreement with the providing Party. In addition, except as may be prohibited by any Governmental Entity or by any applicable Law, in connection with any such request, inquiry, investigation, Litigation or Action in respect of the transactions contemplated by this Agreement, each Party will permit authorized Representatives of the other Party to be present at each meeting or conference relating to such request, inquiry, investigation, Litigation or Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, Litigation or Action. (d) In furtherance and not in limitation of the foregoing, Buyer and Merger Sub agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under Antitrust Laws that may be required by any Governmental Entity, so as to enable the Parties to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event no later than five (5) Business Days prior to the Outside Date), including (i) committing to or effecting, by consent decree, hold separate order, trust, or otherwise, the sale, license, transfer, assignment, dissolution or other disposition of assets, product lines or businesses of Buyer, Merger Sub or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Buyer, Merger Sub or the Company or their respective Subsidiaries and (iii) creating or consenting to create any relationship, venture, contractual right, obligation, behavioral undertaking or other arrangement of Buyer, Merger Sub or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing and in the case of actions by or with respect to the Company or its businesses or assets, by consenting to such action by the Company; provided, however, that any such action may, at the discretion of the Company, be conditioned upon consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing) (each, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Purchaser or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangiblea “Divestiture Action”) or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any Governmental Entity (including, without limitation, under the Xxxx-Xxxxx-Xxxxxx Act). (b) The Company shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or as may be required for necessary or required, to avoid the Company entry of, or to consummate effect the transactions contemplated by this Agreement and to dissolution of or vacate or lift, any Order, decree or ruling, that would otherwise comply with all applicable laws and regulations in connection with have the effect of preventing consummation of the transactions contemplated by this Agreement, includingand to ensure that no Governmental Entity with the authority to clear, without limitationauthorize or otherwise approve consummation of the transactions contemplated by this Agreement, fails to do so as promptly as practicable and in any waivers, consents or approvals from third parties arising or delivered after event no later than four (4) Business Days prior to the Outside Date. Prior to the Closing, Buyer will not, will cause Parent Guarantor not to, and will neither suffer nor permit the Equity Financing Sources (and the managers, investment advisors or other controlling Persons of the Equity Financing Sources or any affiliated investment funds) to, take any action that is or would reasonably be expected to be a proximate cause of any failure to obtain satisfaction of the closing conditions set forth in Section 5.2 or 5.3. (e) In the event that any Litigation or Action is commenced challenging the transactions contemplated by this Agreement and such Litigation or Action seeks, or would reasonably be expected to seek, to prevent consummation of the transactions contemplated by this Agreement, Buyer and Merger Sub shall take any and all action to resolve any such Litigation or Action and each of the Company, Buyer and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such Litigation or Action and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to, as promptly as practical, to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHart-XxxxxScott-Xxxxxx Rodino Act, shall use its Reasonable Best Efforts to obtain an early termination ax xxxxx xxxxxxxxxon of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that . The Buyer and Emerson agree to respond as promptly as practicable to any government rexxxxxx for information under any Antitrust Law. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Governmental Entity challenging any of the transactions contemplated hereby as violative of any Antitrust Law, each of Buyer and Emerson shall use reasonable commercial efforts to resolve such objectioxx xx xhallenge such Governmental Entity under such Antitrust Law so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in no event this Agreement, neither the Buyer nor Emerson (and, to the extent required by any Governmental Entity, their rxxxxxxxve Subsidiaries and Affiliates) shall Purchaser or be required to enter into Settlements with any Governmental Authority and neither the Buyer nor any of its Affiliates Subsidiaries shall be required to agree or commit to divesttake any action under this Section 4.2 if the United States Department of Justice, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) the United States Federal Trade Commission or any business interest of it or any of its Affiliates in connection with or as a condition to receiving the consent or approval of any foreign Governmental Entity (including, without limitation, under authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Xxxx-Xxxxx-Xxxxxx Act)transactions which are the subject of this Agreement. (b) The Company Each Party shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) 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 the Company Disclosure Letter or Schedule. (c) Emerson shall use Reasonable Best Efforts, at its expense, to obtain all xxxxxxts, make all deliveries (including deliveries of legal opinions) and satisfy all conditions set forth in the IDRB Lease, including without limitation in Section 8.4 thereof, which are required as may be required for the Company to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation a result of the transactions contemplated by under this Agreement. (d) Emerson may seek to obtain the release of its obligations as guarantor uxxxx xxe IDRB Lease and the Buyer shall cooperate with Emerson in obtaining such a release and, includingif requested by Emerson, without limitation, any waivers, consents or approvals from third parties arising or delivered after the ClosingBuxxx xxxees to act as guarantor of the obligations under txx XXXX Lease by executing and delivering a guaranty with terms that are similar in all material respects to the terms of the guaranty executed by Emerson with respect to the IDRB Lease.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts toto obtain, as promptly as practical, obtainor cause to be obtained, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities 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. Without limiting , including: (i) filing or submitting, or causing the generality filing or submission of, all such Party’s filings and submissions required to be made to any Governmental Entity in connection with the transactions contemplated by, or resulting from, this Agreement, including the filing of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use ; (ii) using its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, ; and shall make (iii) making any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided . Notwithstanding anything to the contrary contained in this Agreement, Buyer shall take any and all action necessary to obtain any necessary approval from any Governmental Entity or to prevent the initiation of any lawsuit by any Governmental Entity under any antitrust or competition Law or to prevent the entry of any Order that in no event shall Purchaser would otherwise make the consummation of the transactions contemplated by this Agreement unlawful, including: (A) divesting, disposing or transferring any of its Affiliates assets, properties or businesses or the assets, properties or businesses to be acquired by it pursuant to the transactions contemplated by this Agreement as are required to agree be divested in order to avoid the entry of, or commit to divesteffect the dissolution of, hold separateany injunction, offer for saletemporary restraining order or other order in any suit or proceeding, abandon, limit its operation which would otherwise have the effect of materially delaying or take similar action with respect preventing the consummation of the transactions contemplated by this Agreement; (B) licensing or otherwise making available to any assets Person, any technology or other intellectual property rights of Buyer (tangible prior to or intangibleafter the Closing) or any business interest member of it the Company Group (after the Closing); (C) holding separate any assets or operations of Buyer (either before or after the Closing) or any member of its Affiliates in connection with the Company Group (after the Closing); or as a condition (D) changing or modifying any course of Table of Contents conduct or otherwise making any commitment (to receiving the consent or approval of any Governmental Entity (includingor otherwise) regarding future operations of Buyer’s business prior to or after the Closing, without limitation, under including with regard to the Xxxx-Xxxxx-Xxxxxx Act)Business. (b) The Company If any action or proceeding is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as violative of any antitrust or competition Law, or if any Order is entered, enforced or attempted to be entered or enforced by a Governmental Entity, which Order would make the transactions contemplated by this Agreement illegal or would otherwise prohibit, prevent, restrict, impair or delay consummation of the transactions contemplated by this Agreement, Buyer shall take any and all actions necessary to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any such Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the transactions contemplated by this Agreement and to have such Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (c) Seller shall use its Reasonable Best Efforts (without the obligation to expend money except reasonable out-of-pocket costs including filing fees and such other fees and costs as are required pursuant to the terms of the applicable contract or agreement) to obtain, at its expense, obtain 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 the Company Disclosure Letter or as may be required for the Company 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, including, without limitation, any waivers, consents or approvals from third parties arising or delivered after the Closingset forth on Schedule 4.2(c).