Third Party Consents; Notices. (a) Seller and the Company shall use reasonable efforts to obtain prior to the Closing, and deliver to Buyer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule 2.3(b)(ii)(B) of the Company Disclosure Letter (and any Contract entered into after the Agreement Date that would have been required to be listed or described on Schedule 2.3(b)(ii)(B) of the Company Disclosure Letter if entered into prior to the Agreement Date).
(b) Seller shall give all notices and other information required to be given to the employees of the Company, any collective bargaining unit representing any group of employees of the Company, and any applicable government authority under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other Applicable Law in connection with the Transactions.
Third Party Consents; Notices. (a) Parent shall use reasonable efforts to obtain prior to the Closing, and deliver to Acquirer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule 2.3(b) of the Disclosure Letter (and any Contract entered into after the Agreement Date that would have been required to be listed or described on Schedule 2.3(b) of the Disclosure Letter if entered into prior to the Agreement Date). Parent shall assign to the Company, prior to the Closing, and deliver evidence of such assignment to Acquirer at or prior to the Closing, all of the Contracts listed or described on Exhibit F-2 hereto and to amend prior to the Closing, and deliver evidence of such amendment to Acquirer at or prior to the Closing, all of the Contracts listed or described on Exhibit F-3 hereto.
(b) Parent and/or the Company shall give all notices and other information required to be given to the employees of the Company or any Subsidiary, any collective bargaining unit representing any group of employees of the Company or any Subsidiary, and any applicable government authority under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements in connection with the transactions contemplated by this Agreement.
Third Party Consents; Notices. The Company shall use commercially reasonable efforts to obtain prior to the Closing, and deliver to Parent at or prior to the Closing, all required consents, waivers and approvals under each Contract listed or described in Section 2.15(a) of the Disclosure Schedule (and any Contract entered into after the date hereof that would have been required to be listed or described in such Section 2.15(a) of the Disclosure Schedule if entered into prior to the date of this Agreement).
Third Party Consents; Notices. (a) Following consultation with Acquirer, during the Pre-Closing Period, the Company shall use all reasonable efforts to obtain prior to the Closing, and deliver to Acquirer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule 2.3(b) of the Company Disclosure Letter (and any Contract entered into after the Agreement Date that would have been required to be listed or described on Schedule 2.3(b) of the Company Disclosure Letter if entered into prior to the Agreement Date).
(b) The Company shall give all notices and other information required to be given to the employees of the Company, any collective bargaining unit representing any group of employees of the Company, and any applicable government authority under the WARN Act, the Code, COBRA and other Applicable Law in connection with the Transactions.
Third Party Consents; Notices. (a) The Company shall obtain prior to the Closing, and deliver to Buyer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described in Schedule 2.4(b)(ii)(B) of the Company Disclosure Letter (and any Contract entered into after the Agreement Date that would have been required to be listed or described in Schedule 2.4(b)(ii)(B) of the Company Disclosure Letter if entered into prior to the Agreement Date). The Company shall terminate prior to the Closing, and deliver evidence of such termination to Buyer at or prior to the Closing, all of the Contracts listed or described in Schedule 1.5(b)(x)-2 hereto and amend prior to the Closing, and deliver evidence of such amendment to Buyer at or prior to the Closing, all of the Contracts listed or described in Schedule 1.5(b)(x)-3 hereto.
(b) The Company shall give all notices and other information required to be given to the employees of the Company or any Subsidiary, any collective bargaining unit representing any group of employees of the Company or any Subsidiary, and any applicable government authority under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA, the American Recovery and Reinvestment Act of 2009 and other applicable Legal Requirements in connection with the transactions contemplated by this Agreement.
Third Party Consents; Notices. The Company shall use reasonable best efforts, to the extent requested by Parent, to obtain prior to the Closing, and deliver to Parent at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described (or required to be listed or described) in Section 4.5 of the Company Disclosure Schedule, using a form reasonably acceptable to Parent. The Company shall give all notices and other information required to be given to the employees of the Company or any Company Subsidiary, any collective bargaining unit representing any group of employees of the Company or any Company Subsidiary and any applicable Governmental Entity under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Laws in connection with the transactions contemplated by this Agreement.
Third Party Consents; Notices. (a) If requested by Acquirer in writing, the Company shall use its commercially reasonable efforts to obtain or deliver, as the case may be, the consents, notices, waivers and approvals under each Contract listed or described on Schedule 2.4(b) of the Company Disclosure Letter (and any Contract entered into after the Original Agreement Date that would have been required to be listed or described on Schedule 2.4(b) of the Company Disclosure Letter if entered into prior to the Original Agreement Date) as designated by Acquirer, and deliver copies of such consents, notices, waivers and/or approvals to Acquirer prior to the Closing; provided that such commercially reasonable efforts shall not include any requirement of the Shareholders or the Acquired Companies or their Affiliates to expend money, commence any litigation or arbitration proceeding, waive or surrender any right, modify any Contract (including any Material Contract) or offer or grant any other accommodation or concession (financial or otherwise) to any third party. Acquirer agrees that, solely with respect to the Contracts set forth on Schedule 2.4(b) of the Company Disclosure Letter, neither the Company nor any of the Shareholders shall have any Liability whatsoever to Acquirer (and Acquirer shall not be entitled to assert any claims) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Transactions or because of the default, acceleration or termination of or loss of right under any such Contract as a result thereof.
(b) The Company shall give all notices and other information required to be given to the employees of the Company, any employee representatives established under local laws (esp. works councils (Betriebsräte)) any collective bargaining unit representing any group of employees of the Company, and any applicable government authority under other Applicable Law in connection with the Transactions.
Third Party Consents; Notices. (a) Following consultation with Parent, the Company shall use reasonable best efforts to obtain prior to the Closing, and deliver to Parent at or prior to the Closing, all consents, waivers and approvals required in connection with the Transactions and arising under each Contract listed or described on Schedule 6.5(a) of the Seller Disclosure Letter and as otherwise reasonably requested by Parent.
(b) Following consultation with Parent, the Company shall give all notices and other information required to be given to the employees of the Company and its Subsidiaries, any collective bargaining unit representing any group of employees of the Company or any of its Subsidiaries, and any applicable Governmental Entity and any other Applicable Law in connection with the Transactions.
(c) Without prejudice to the Company’s obligations pursuant to subsections (a) or (b) of the foregoing, the Company shall not seek to obtain any consents, waivers or approvals in connection with the Transaction from any customers or suppliers of the Company without the prior written consent of Parent. If and to the extent such approval is granted, the Company shall use its reasonable best efforts to consult with Parent in good faith in connection with seeking to obtain such consents, waivers or approvals.
Third Party Consents; Notices. (a) The Company shall use all commercially reasonable efforts to obtain prior to the Closing, and deliver to Acquirer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule 2.3(b)(ii)(B) of the Company Disclosure Letter (and any Contract entered into after the Agreement Date that would have been required to be listed or described on Schedule 2.3(b)(ii)(B) of the Company Disclosure Letter if entered into prior to the Agreement Date). Provided the Company has so exercised its commercially reasonable efforts to obtain such consents, waivers and approvals, the failure to obtain any particular consent, waiver or approval shall not be deemed to be a breach of the foregoing covenant.
(b) The Company shall give all notices and other information required to be given to the employees of the Company, any collective bargaining unit representing any group of employees of the Company, and any applicable government authority under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements in connection with the transactions contemplated by this Agreement.
Third Party Consents; Notices. (a) If requested by Parent, the Company shall use its commercially reasonable efforts to obtain, prior to the Closing, and deliver to Parent, at or prior to the Closing, all notices, consents, waivers and approvals under each Contract listed or described in Section 3.3(c) of the Company Disclosure Schedule (and any Contract entered into after the date hereof that would have been required to be listed or described in Section 3.3(c) or Section 3.3(d) of the Company Disclosure Schedule if entered into immediately prior to the date hereof), using a form reasonably acceptable to Parent.
(b) The Company shall give all notices and other information required to be given to the employees of the Company or any Company Subsidiary under any Applicable Law in connection with the Transactions.
