Governmental Permits and Approvals; Consents. (a) Except as provided in Section 6.4(b) below, the Triton -------------- Entities and Purchaser shall use commercially reasonable efforts to obtain promptly all permits and approvals (including Consents) from any Person necessary for lawful consummation of the Closing. In furtherance of the foregoing, Purchaser agrees to provide all information (including financial information) that is reasonably requested by any Person from whom any such permit or approval is necessary for lawful consummation of the Closing.
(b) Notwithstanding the foregoing, Purchaser shall have the obligation to obtain and deliver promptly all Contractual Consents necessary for lawful consummation of the Closing. With respect to any Contractual Consent that Purchaser is unable to obtain and deliver at the Closing, the Triton Entities shall, if requested by Purchaser and with Purchaser's cooperation, use commercially reasonable efforts to provide to Purchaser the benefits of the related Restricted Interest and to cooperate in reasonable and lawful arrangements designed to provide such benefits to Purchaser; provided, however, that in no event shall the Purchase Price be reduced if Purchaser is unable to obtain any Contractual Consent. Purchaser agrees to indemnify the Triton Entities (in accordance with the provisions contained in Section 12) for any ----------- Losses of the Triton Entities as a result of Purchaser's inability to obtain any of the Contractual Consents and/or the Triton Entities' providing the benefits described in the preceding sentence.
Governmental Permits and Approvals; Consents. (a) Seller, Buyer, and Parent shall use commercially reasonable efforts to obtain promptly all permits and approvals from any Governmental Entity or other Person necessary for lawful consummation of the Closing. In furtherance of the foregoing, Seller, Buyer and Parent agree to provide all information (including financial information) that is reasonably requested by any Person from whom any approval or consent is necessary for lawful consummation of the Closing (including information needed for inclusion in a filing with a Governmental Entity).
(b) With respect to any consent that Seller is unable to obtain and deliver to Buyer, the parties agree to use commercially reasonable efforts to (i) provide to Buyer the benefits of the related Restricted Interest, and (ii) cooperate in reasonable and lawful arrangements designed to provide such benefits to Buyer.
Governmental Permits and Approvals; Consents. The Company and Seller shall use their best efforts to obtain promptly (i) all permits and approvals from any Governmental Authority required to be obtained for the lawful consummation of the Closing, and (ii) the letters contemplated by Section 7.10 from the lessors of the Leased Real Property.
Governmental Permits and Approvals; Consents. The Company, Subsidiary and Stockholders shall use their best efforts (with the reasonable assistance of Buyer to the extent required to obtain such approvals) to obtain promptly (i) all permits and approvals from any governmental or regulatory body required to be obtained by the Company or Subsidiary for the lawful consummation of the Closing, (ii) the consents set forth or required to be set forth on SCHEDULE 2A.2 and (iii) appropriate estoppel representation letters in form and substance reasonably satisfactory to Buyer from the lessors under the Real Property Leases.
Governmental Permits and Approvals; Consents. Peeper's shall have obtained (with the reasonable assistance of Ergovision to the extent required to obtain such approvals) (i) all permits and approvals from any Governmental Body required to be obtained by Peeper's for the lawful consummation of the Closing and (ii) the consents set forth or required to be set forth on Schedule 3.07. Notwithstanding the foregoing, Peeper's shall not be required to pay any consideration to any third party in order to obtain any such permit, approval, consent or estoppel representation letter.
Governmental Permits and Approvals; Consents. Ergovision shall have obtained (with the reasonable assistance of Ergovision to the extent required to obtain such approvals) (i) all permits and approvals from any Governmental Body required to be obtained by Ergovision for the lawful consummation of the Closing and (ii) approval of this Agreement and the transactions contemplated hereby by Subsidiary's shareholders. Notwithstanding the foregoing, Ergovision shall not be required to pay any consideration to any third party in order to obtain any such permit, approval, consent or estoppel representation letter.
Governmental Permits and Approvals; Consents. Each of the Sellers shall use its best efforts (with the reasonable assistance of the Buyer to the extent required to obtain such approvals) to obtain promptly: (i) all Government Authorizations required to be obtained for the lawful consummation of the Closing; and (ii) the consents necessary to give the Buyer the full benefit of all Governmental Authorizations set forth or required to be set forth on SCHEDULE 4.18 hereto.
Governmental Permits and Approvals; Consents. The Warrantors shall use -------------------------------------------- their best efforts (with the reasonable assistance of Buyer to the extent required to obtain such approvals) to obtain promptly (i) all permits and approvals from any governmental or regulatory body required to be obtained by the Company for the lawful consummation of the Closing, (ii) the consents set forth or required to be set forth on Schedule 2.6 and (iii) appropriate estoppel ------------ representation letters in form and substance reasonably satisfactory to Buyer from the lessors of the Real Property.
Governmental Permits and Approvals; Consents. The Company shall have obtained (with the reasonable assistance of Buyer to the extent required to obtain such approvals) (i) all permits and approvals from any Governmental Body required to be obtained by the Company for the lawful consummation of the Closing and (ii) the consents set forth or required to be set forth on Schedule 3.08. Notwithstanding the foregoing, the Company shall not be required to pay any consideration to any third party in order to obtain any such permit, approval, consent or estoppel representation letter.
Governmental Permits and Approvals; Consents. The Selling Parties -------------------------------------------- shall use their reasonable best efforts (with the reasonable assistance of the Purchasing Parties to the extent required to obtain such approvals) to obtain promptly (i) all permits and approvals from any governmental or regulatory body required to be obtained by the Selling Parties for lawful consummation of the Closing, (ii) the consents set forth or required to be set forth on Schedule -------- 3.13, and (iii) appropriate estoppel representation letters in form and ---- substance reasonably satisfactory to the Purchasing Parties from the lessors under the Real Property Leases.
