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

Governmental and Third-Party Notices and Consents. Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement 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, 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 and shall promptly make any further filings or information submissions to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice that may be necessary, proper or advisable.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. 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, 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 and shall promptly make any further filings or information submissions advisable; provided, however, that, notwithstanding anything to the Federal Trade Commission contrary in this Agreement, CMGI and Engage shall not be obligated (A) to respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the Antitrust Division HSR Act except to the extent it elects to do so in their sole discretion or (B) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of CMGI, Engage or their Affiliates. Filing fees relating to any required filings under the HSR Act shall be paid by CMGI and Engage. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 3.4 of the United States Department of Justice that may be necessary, proper or advisableDisclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement Agreement. (b) The Company shall use its Reasonable Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4 of the Ancillary Agreements. Disclosure Schedule. (c) Without limiting the generality limitation of the foregoing, as soon as practicable, each of Buyer and the Parties shall promptly file any Notification and Report Forms and related material that it may be required to Company shall, if required, file with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice under (the Xxxx-Xxxxx-Xxxxxx "Antitrust Division") a premerger notification form and any supplemental information (other than privileged information) which may be requested in connection therewith pursuant to the HSR Act, which filings and supplemental information will comply in all material respects with the requirements of the HSR Act. Each of Buyer and the Company shall reasonably cooperate with the other in connection with the preparation of any such filings and shall use its their respective Reasonable Best Efforts to respond to any requests for supplemental information from the FTC or the Antitrust Division and to obtain an early termination of the any waiting period applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable and shall promptly make any further filings or information submissions to the Federal Trade Commission and Merger under the Antitrust Division of the United States Department of Justice that may be necessary, proper or advisableHSR Act.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. 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 and shall promptly make any further filings or information submissions advisable; provided, however, that notwithstanding anything to the Federal Trade Commission and contrary in this Agreement, the Antitrust Division Buyer shall not be obligated (A) to respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the Hxxx-Xxxxx-Xxxxxx Act except to the extent it elects to do so in its sole discretion or (B) to sell or dispose of 24 or hold separately (through a trust or otherwise) any assets or businesses of the United States Department of Justice that may Buyer or its Affiliates, including the Companies. (b) The Stockholder shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be necessary, proper or advisablelisted in the Company Disclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. 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 (i) the Committee on Foreign Investment in the United States under the Exon-Xxxxxx Amendment and (ii) the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx ActAct (in each case, the filing fees related to which shall be split equally between the Company and the Buyer), shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting periodperiods, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable and shall promptly make any further filings or information submissions to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice that may be necessary, proper or advisable. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. 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 and shall promptly make any further filings or information submissions advisable; provided, however, that notwithstanding anything to the Federal Trade Commission and contrary in this Agreement, the Antitrust Division Buyer shall not be obligated to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the United States Department Buyer or its Affiliates. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, the waivers, consents or approvals from third parties that are listed in Section 4.2 of Justice the Disclosure Schedule, and to give all notices to third parties that may be necessary, proper or advisableare listed in Section 4.2 of the Disclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. 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 xx xxxxx xxxxxxxtion of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable and shall promptly make any further filings or information submissions advisable; provided, however, that, notwithstanding anything to the Federal Trade Commission and contrary in this Agreement, the Antitrust Division Buyer shall not be obligated to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the United States Department Buyer or its Affiliates. The Buyer shall pay the filing fee of Justice that may the Buyer's pre-merger notification report under the Hart-Scott-Rodino Act. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be necessary, proper or advisablelisted in Section 2.4 of the Disclosure Schedule.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. 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, 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 and shall promptly make any further filings or information submissions advisable; provided, however, that, notwithstanding anything to the Federal Trade Commission contrary in this Agreement, Entrust shall not be obligated to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of Entrust or its Affiliates. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and the Antitrust Division to give all such notices to third parties, as are required to be listed in Section 2.4 of the United States Department of Justice that may be necessary, proper or advisableDisclosure Schedule.