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 obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule or resulting from the delivery requirements set forth in Section 6. Parent will promptly advise the Company of any written notice from a third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Quality Systems Inc)

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Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule or resulting from the delivery requirements set forth in Section 6Schedule. Parent will promptly advise 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 Company of any written notice from a third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this AgreementParent Disclosure Schedule.

Appears in 1 contract

Samples: Merger Agreement (Proton Energy Systems Inc)

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule or resulting from the delivery requirements set forth in Schedule; provided, that, this Section 6. Parent will promptly advise 4.2(b) shall not require the Company to make any material cash or other payments to such third parties in order to obtain such consent (other than any such payments required pursuant to the terms of any written notice from a third Person alleging that existing agreements between the consent of Company and such third Person is or may be required in connection with the transactions contemplated by this Agreementparties).

Appears in 1 contract

Samples: Merger Agreement (TechTarget Inc)

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4A of the Disclosure Schedule Schedule. (c) ITD shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or resulting approvals from the delivery requirements set forth third parties, and to give all such notices to third parties, as are required to be listed in Section 6. Parent will promptly advise 2.4B of the Company of any written notice from a third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this AgreementDisclosure Schedule.

Appears in 1 contract

Samples: Merger Agreement (GoFish Corp.)

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Governmental and Third-Party Notices and Consents. (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule or resulting from Schedule. (c) Each of the delivery requirements set forth in Section 6. Parent will promptly advise Parent, the Buyer and the Company will cooperate with each other, including by way of any written notice from a third Person alleging that the consent of furnishing such third Person is or information as may be required reasonably requested by a Party, in connection with the preparation and submission of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Governmental Entity) as may be or become necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Analogic Corp)

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