Common use of Governmental Approvals; Required Consents Clause in Contracts

Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) the filing of a notification under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington, (iii) the Consents, filings and notifications listed in Section 5.14(e) of the Company Disclosure Letter; (iv) the effectiveness of the Healtheon/WebMD Registration Statement and filing any notices required under state securities laws in accordance with Section 8.1; and (v) such other Consents, registrations and filings the failure of which to obtain or make would not have a Company Material Adverse Effect.

Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to Company Healtheon/WebMD or any of its Subsidiaries Merger Corp in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) the filing of a notification under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington, (iii) the Consents, filings and notifications listed in Section 5.14(e) 6.8 of the Company Healtheon/WebMD Disclosure Letter; (iv) the effectiveness of the Healtheon/WebMD Registration Statement and filing any notices required under state securities laws in accordance with Section 8.1; and (v) such other Consents, registrations and filings the failure of which to obtain or make would not have a Company Healtheon/WebMD Material Adverse Effect.