Common use of Obtaining Consents Clause in Contracts

Obtaining Consents. The Parties shall, as promptly as practicable after the date hereof and for a period of eighteen (18) months following the Closing, cooperate with each other and use their respective reasonable best efforts to obtain: (i) the transfer, assignment or reissuance to Newco or a member of the Newco Group of all Transferable Permits; (ii) the issuance to Newco or a member of the Newco Group of any other Permits of Fox or its Affiliates that are necessary for the ownership or operation of the A&S Business or the A&S Assets that do not constitute Transferable Permits (“Non-Transferable Permits”); and (iii) all Consents and Governmental Approvals of all other Persons to the extent necessary to consummate the Newco Transfer and the Direct Sales as required by the terms of any Law, license, permit, concession or Contract to which Fox or any of its Subsidiaries is currently a party or by which any of them is bound, subject to the limitations set forth in this Section 1.8; provided, however, that no Party or member of the Fox Group shall be required to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, that is not provided for in the underlying Contract) to any third party to obtain any such Consents. Each of the Parties agrees that it shall not commit, and shall cause its Subsidiaries not to commit, to any third party on behalf of Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary of any Direct Sales Entity) to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any such Consents that would be a Liability of Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary or any Direct Sales Entity) after the Separation Time, without Newco’s prior express written consent (and, unless the Merger Agreement shall have been terminated in accordance with its terms, Ainge’s prior express written consent). For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals contemplated by the Antitrust Filings (as defined in the Merger Agreement) shall be governed by the Merger Agreement.

Obtaining Consents. The Parties shallUpon the terms and subject to the conditions set forth in this Agreement, as promptly as practicable after the date hereof each Company, Parent and for a period of eighteen (18) months following the Closing, cooperate with each other and MergerSub shall use their respective reasonable best efforts to obtain: take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, but in no event later than the Closing Date, the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, including (i) the transfer, assignment or reissuance to Newco or a member of the Newco Group obtaining of all Transferable Permits; necessary approvals under any applicable Laws required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) the issuance obtaining of all necessary waivers, consents, approvals and authorizations from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to Newco obtain an approval or a member of the Newco Group of waiver from, or to avoid an action or proceeding by, any other Permits of Fox or its Affiliates that are necessary for the ownership or operation of the A&S Business or the A&S Assets that do not constitute Transferable Permits (“Non-Transferable Permits”); Governmental Entities, and (iii) all Consents the execution and Governmental Approvals delivery of all other Persons to the extent any additional instruments necessary to consummate the Newco Transfer Merger and the Direct Sales as required by other transactions contemplated hereby in accordance with the terms of any Lawthis Agreement and to fully carry out the purposes of this Agreement. In addition, license, permit, concession or Contract to which Fox or any of its Subsidiaries is currently a party or by which any of them is bound, upon the terms and subject to the limitations conditions herein provided and subject to the Parties’ obligations under applicable Law, no Party hereto shall knowingly take or cause to be taken any action that could reasonably be expected to materially delay the satisfaction by the Closing Date of the conditions set forth in Article X. The Parties shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing Party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Parties shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Section 1.8; provided, however, Agreement. The Parties agree that no Party neither Company or member of the Fox Group Parent shall be required to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwiseother than the payment of customary filing fees, that is not provided for in connection with the underlying Contract) to any third party to obtain any such Consents. Each fulfillment of the Parties agrees that it shall not commit, and shall cause its Subsidiaries not to commit, to any third party on behalf of Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary of any Direct Sales Entity) to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any such Consents that would be a Liability of Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary or any Direct Sales Entity) after the Separation Time, without Newco’s prior express written consent (and, unless the Merger Agreement shall have been terminated in accordance with its terms, Ainge’s prior express written consent). For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals contemplated by the Antitrust Filings (as defined in the Merger Agreement) shall be governed by the Merger Agreementobligations under this Section 8.01.

Obtaining Consents. The Parties shall, as promptly as practicable after the date hereof and for a period of eighteen (18) months following the Closing, shall cooperate with each other and use their respective commercially reasonable best efforts to obtain: (i) the transfer, assignment or reissuance to Newco Spinco or a member of the Newco Spinco Group of all Transferable Permits; (ii) the issuance to Newco Spinco or a member of the Newco Spinco Group of any other Permits of Fox WDC or its Affiliates that are necessary for the ownership or operation of the A&S Flash Business or the A&S Flash Assets that do not constitute Transferable Permits (“Non-Transferable Permits”); and (iii) all Consents and Governmental Approvals of all other Persons to the extent necessary to consummate the Newco Transfer and the Direct Sales Internal Restructuring as required by the terms of any Law, license, permit, concession or Contract to which Fox WDC or any of its Subsidiaries is currently a party or by which any of them is bound, subject to the limitations set forth in this Section 1.8; provided, however, that no Party or with respect to Shared Contracts, Section 1.8(c) shall control; and provided, further, that if any member of the Fox Spinco Group shall be or any member of the WDC Group is required to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, that is not provided for in the underlying Contract) to any third party in connection with any of the actions in clauses (i) through (iii) above, then (A) WDC shall be required to obtain pay any such Consentscosts and expenses incurred by either Party on or prior to the Distribution and (B) following the Distribution, each Party shall bear its own such costs and expenses. Each Other than as provided in the immediately preceding sentence, each of the Parties agrees that it shall not commit, and shall cause its Subsidiaries not to commit, to any third party on behalf of NewcoSpinco, WDC or any member of the Newco Spinco Group or any Direct Sales Entity (or any Subsidiary of any Direct Sales Entity) WDC Group to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any such Consents that would be a Liability of NewcoSpinco, WDC or any member of the Newco Spinco Group or any Direct Sales Entity (or any Subsidiary or any Direct Sales Entity) WDC Group after the Separation Time, without Newco’s the prior express written consent of WDC or Spinco, as applicable. The obligations set forth in this Section 1.8(a) shall terminate upon the twelve (and12) month anniversary of the Separation Time or, unless if the Merger Agreement shall have been terminated in accordance with its termsterm of a Contract, Ainge’s prior express written consent). For Permit, Asset or Liability has Expired before the avoidance twelve (12) month anniversary of doubtthe Separation Time, the required efforts and responsibilities of the Parties obligations set forth in this Section 1.8(a) relating to seek the regulatory approvals contemplated by the Antitrust Filings (as defined in the Merger Agreement) such Contract, Permit, Asset or Liability shall be governed by the Merger Agreementterminate upon such earlier Expiration.

Obtaining Consents. The Parties shall(a) WAC and L-P shall continue to take, as promptly as or cause to be taken by others, all commercially reasonable steps, to obtain or satisfy, at the earliest practicable after date, all Consents from any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or any Governmental Authority (collectively, a "PERSON") necessary to authorize, approve or permit the date hereof full and complete Transfer of the Acquired Assets, and to consummate and make effective the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that L-P shall not be required to incur (unless indemnified by WAC) any financial or other obligation in connection therewith other than normal and customary transaction costs and filing fees. (b) L-P and WAC shall use their commercially reasonable efforts to obtain any authorizations, consents, orders and approvals of any Governmental Authority necessary for a period the performance of eighteen (18) months following its respective obligations pursuant to this Agreement and any of the Closingother Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, and will cooperate with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and use their respective reasonable best efforts to obtain: approvals. Neither WAC nor L-P will take any action that will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, L-P and WAC promptly will (i) file or cause to be filed with the transfer, assignment or reissuance to Newco or a member Federal Trade Commission and the Antitrust Division of the Newco Group Department of all Transferable PermitsJustice, Notification and Report Forms and documentary materials in respect of the transactions contemplated by this Agreement that substantially comply with the provisions of the HSR Act and the rules thereunder; (ii) the issuance file any additional information requested as soon as practicable after receipt of a request for additional information. WAC and L-P will use their commercially reasonable efforts to Newco or a member obtain early termination of the Newco Group of any other Permits of Fox or its Affiliates that are necessary for applicable waiting period under the ownership or operation of the A&S Business or the A&S Assets that do not constitute Transferable Permits (“Non-Transferable Permits”); HSR Act. The parties hereto will coordinate and (iii) all Consents cooperate with one another in exchanging such information and Governmental Approvals of all other Persons to the extent necessary to consummate the Newco Transfer and the Direct Sales providing such reasonable assistance as required by the terms of any Law, license, permit, concession or Contract to which Fox or any of its Subsidiaries is currently a party or by which any of them is bound, subject to the limitations set forth may be requested in this Section 1.8; provided, however, that no Party or member of the Fox Group shall be required to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, that is not provided for in the underlying Contract) to any third party to obtain any connection with such Consents. Each of the Parties agrees that it shall not commit, and shall cause its Subsidiaries not to commit, to any third party on behalf of Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary of any Direct Sales Entity) to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any such Consents that would be a Liability of Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary or any Direct Sales Entity) after the Separation Time, without Newco’s prior express written consent (and, unless the Merger Agreement shall have been terminated in accordance with its terms, Ainge’s prior express written consent). For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals contemplated by the Antitrust Filings (as defined in the Merger Agreement) shall be governed by the Merger Agreementfiling.