Common use of Necessary Consents and Approvals Clause in Contracts

Necessary Consents and Approvals. (a) On and after the Closing Date, the Parties shall (i) use commercially reasonable efforts to obtain and/or deliver all necessary consents, waivers, authorizations, notifications and approvals, if any (each of which shall be in a form that is reasonably acceptable to the Buyer), of all Governmental Entities, and of all other Persons, required in connection with the execution, delivery and performance by the Parties of this Agreement, and (ii) diligently assist and cooperate with the preparation and filing of all documents (if any) to be submitted to any Governmental Entities, in connection with the transactions contemplated by this Agreement and in obtaining any governmental consents, waivers, authorizations or approvals, if any, which the Parties may seek or require in connection with such transactions. (b) On or after the Closing Date, if the Buyer requests in writing the assistance or cooperation of the Seller pursuant to Section 5.1(a), the Buyer shall reimburse the Seller for reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by the Seller, which amount shall not exceed $15,000 without the prior written approval of the Buyer, in connection with providing the assistance or cooperation specified and requested by the Buyer pursuant to Section 5.1(a). Notwithstanding the foregoing, in the event that the Seller requests prior written approval of any reasonable out-of-pocket fees and expenses pursuant to this Section 5.1(b) and the Buyer declines to provide such consent, the Seller shall not be required to comply with Section 5.1(a), and Seller’s failure to provide any assistance or cooperation required by Section 5.1(a) shall not be considered a breach of this Agreement. (c) In the event and to the extent that the Seller and the Buyer are unable to obtain any consent, waiver, authorization and/or approval in respect of an agreement with a third party prior to the Closing, to the extent permitted by applicable law, (i) the Seller shall, following the Closing, use commercially reasonable efforts in cooperation with the Buyer and its Affiliates (including the Company) to provide or cause to be provided to the Buyer the benefits of such agreement with such third party and (ii) the Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to perform the obligations of the Seller arising under such agreement. If and when any such consent, waiver, authorization and/or approval shall be obtained, the Seller shall, and shall cause its Affiliates to, promptly assign all of their respective rights and obligations under any agreement with such third party to the Buyer without the payment of further consideration and the Buyer shall, without the payment of any further consideration therefor, assume such rights and obligations and the Seller and its Affiliates shall be relieved of any and all obligation or liability hereunder and thereunder.

Necessary Consents and Approvals. (a) On and after Each of the Closing Date, the Parties Sellers shall (i) use commercially reasonable efforts to obtain and/or deliver all necessary consents, waivers, authorizations, notifications and approvals, if any any, (each of which shall be in a form that is reasonably acceptable to the Buyer), ) of all Governmental Entities, and of all other Persons, required in connection with the execution, delivery and performance by each of the Parties Sellers of this Agreement, and (ii) from and after the Closing Date, as requested by the Buyer, diligently assist and cooperate with the preparation Buyer in preparing and filing of all documents (if any) to be submitted by Buyer to any Governmental Entities, in connection with the transactions contemplated by this Agreement and in obtaining any governmental consents, waivers, authorizations or approvals, if any, which the Parties Buyer may seek or require in connection with such transactionstransactions (which assistance and cooperation shall include, without limitation, timely furnishing to Buyer all information concerning the Company that counsel to Buyer reasonably determines is required to be included in such documents or could reasonably be expected to be helpful in obtaining any such required consent, waiver, authorization or approval). (b) On or after the Closing Date, if the Buyer requests in writing the assistance or cooperation of either of the Seller Sellers pursuant to Section 5.1(a), the Buyer shall reimburse the such Seller for reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by the such Seller, which amount shall not exceed $15,000 10,000 without the prior written approval of the Buyer, in connection with providing the assistance or cooperation specified and requested by the Buyer pursuant to Section 5.1(a). Notwithstanding the foregoing, in the event that the Seller requests prior written approval of any reasonable out-of-pocket fees and expenses pursuant to this Section 5.1(b) and the Buyer declines to provide such consent, the Seller shall not be required responsible for any fees or expenses of either Seller that result from an investigation or suit that involves either Seller or relates to comply with Section 5.1(a), and either Seller’s failure to provide any assistance or cooperation required by Section 5.1(a) shall not be considered a breach 's ownership of this Agreement. (c) In the event and to the extent that the Seller and the Buyer are unable to obtain any consent, waiver, authorization and/or approval in respect of an agreement with a third party prior to the Closing, to the extent permitted by applicable law, (i) the Seller shall, following the Closing, use commercially reasonable efforts in cooperation with the Buyer and its Affiliates (including the Company) to provide or cause to be provided to the Buyer the benefits of such agreement with such third party and (ii) the Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to perform the obligations of the Seller arising under such agreement. If and when any such consent, waiver, authorization and/or approval shall be obtained, the Seller shall, and shall cause its Affiliates to, promptly assign all of their respective rights and obligations under any agreement with such third party to the Buyer without the payment of further consideration and the Buyer shall, without the payment of any further consideration therefor, assume such rights and obligations and the Seller and its Affiliates shall be relieved of any and all obligation or liability hereunder and thereunder.

Necessary Consents and Approvals. (a) On and after the Closing Date, the Parties shall (i) use commercially reasonable efforts to obtain and/or deliver all necessary consents, waivers, authorizations, notifications and approvals, if any (each of which shall be in a form that is and substance reasonably acceptable to the BuyerPurchaser), of all Governmental Entities, and of all other Persons, required in connection with the execution, delivery and performance by the Parties of this AgreementAgreement and the Transaction Documents, and (ii) diligently assist and cooperate with the preparation and filing of all documents (if any) to be submitted to any Governmental Entities, in connection with the transactions contemplated by this Agreement and the Transaction Documents and in obtaining any governmental consents, waivers, authorizations or approvals, if any, which the Parties may seek or require in connection with such transactions. (b) On or after the Closing Date, if the Buyer requests in writing the assistance or cooperation of the Seller pursuant to Section 5.1(a), the Buyer shall reimburse the Seller for reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by the Seller, which amount shall not exceed $15,000 without the prior written approval of the Buyer, in connection with providing the assistance or cooperation specified and requested by the Buyer pursuant to Section 5.1(a). Notwithstanding the foregoing, in the event that the Seller requests prior written approval of any reasonable out-of-pocket fees and expenses pursuant to this Section 5.1(b) and the Buyer declines to provide such consent, the Seller shall not be required to comply with Section 5.1(a), and Seller’s failure to provide any assistance or cooperation required by Section 5.1(a) shall not be considered a breach of this Agreement. (c) In the event and to the extent that the Seller and the Buyer Purchaser are unable to obtain any necessary consent, waiver, authorization and/or approval in respect of an agreement with between the Company or any of its Subsidiaries and a third party prior to the Closing, to the extent permitted by applicable law, (i) the Seller shall, following the Closing, use commercially reasonable efforts in cooperation with the Buyer Purchaser and its Affiliates (including the Company) to provide or cause to be provided to the Buyer Purchaser the benefits of such agreement with between the Company or its Subsidiary and such third party and (ii) the Buyer Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to perform the obligations of the Seller Company or its Subsidiary arising under such agreement. If and when any such necessary consent, waiver, authorization and/or approval shall be obtained, the Seller shall, and shall cause its Affiliates to, promptly assign all of their respective rights and obligations under any agreement with such third party to the Buyer Purchaser without the payment of further consideration and the Buyer Purchaser shall, without the payment of any further consideration therefor, assume such rights and obligations and the Seller and its Affiliates shall be relieved of any and all obligation or liability hereunder and thereunder. (c) Notwithstanding anything to the contrary in this Agreement, Parent and Seller shall cause to be released effective as of the Closing each of the Willbros Lender Liens, and shall deliver to Purchaser at the Closing written evidence of such release in form and substance reasonably acceptable to Purchaser. (d) Notwithstanding anything to the contrary in this Agreement, Parent and Seller shall obtain and deliver to the Purchaser at the Closing the written consent of Oncor Electric Delivery Company LLC with respect to the Oncor Subcontract and the WTD Subcontract in form and substance reasonably acceptable to Purchaser. (e) Notwithstanding anything to the contrary in this Agreement, Parent and Seller shall obtain and deliver to the Purchaser at the Closing the written acknowledgement to that certain Collateral Assignment of Rights under the Acquisition Documents in form and substance reasonably acceptable to lender to the Purchaser.