Common use of Third Party Consents; Notices Clause in Contracts

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. (a) Parent The Company shall use its reasonable best efforts to obtain prior to the Closing, and deliver to Acquirer Acquiror 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 2.22 (and any Contract entered into after the Agreement Date date hereof that would have been required to be listed or described on Schedule 2.3(b) of the Disclosure Letter 2.22 if entered into prior to the Agreement Datedate hereof), using a form reasonably acceptable to Acquiror. Parent The Company shall assign use its reasonable best efforts to the Company, terminate prior to the Closing, and deliver evidence of such assignment termination to Acquirer Acquiror at or prior to the Closing, all of the Contracts listed or described on Exhibit F-2 hereto and Schedule 5.8(a)-1. The Company shall use its reasonable best efforts to amend obtain, prior to the Closing, such other Contracts as described on Schedule 5.8(a)-2, and to deliver evidence of such amendment to Acquirer Contracts at or prior to the Closing, all of the Contracts listed or described on Exhibit F-3 hereto. (b) Parent and/or the 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 ActWorker Adjustment and Retraining Notification Act of 1988, as amended, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements law in connection with the transactions contemplated by this Agreement.

Third Party Consents; Notices. (a) Parent The Company shall use reasonable efforts to obtain prior to the Closing, and deliver to Acquirer Acquiror at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule 2.3(b2.3(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(b2.3(b)(ii)(B) of the Company Disclosure Letter if entered into prior to the Agreement Date). Parent The Company shall assign to the Company, terminate prior to the Closing, and deliver evidence of such assignment termination to Acquirer Acquiror at or prior to the Closing, all of the Contracts listed or described on Exhibit F-2 Schedule 1.4(b)(xiii)-2 hereto and to amend prior to the Closing, and deliver evidence of such amendment to Acquirer Acquiror at or prior to the Closing, all of the Contracts listed or described on Exhibit F-3 Schedule 1.4(b)(xiii)-3 hereto. (b) Parent and/or the 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. (a) Parent The Company shall use 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) 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). Parent The Company shall assign to the Company, terminate prior to the Closing, and deliver evidence of such assignment termination to Acquirer at or prior to the Closing, all of the Contracts listed or described on Exhibit F-2 H-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 H-3 hereto. (b) Parent and/or the 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. (a) Parent The Company 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) Exhibit I-1 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) Exhibit I-1 of the Company Disclosure Letter if entered into prior to the Agreement Date). Parent The Company shall assign to the Company, terminate prior to the Closing, and deliver evidence of such assignment termination to Acquirer at or prior to the Closing, all of the Contracts listed or described on Exhibit F-2 I-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 I-3 hereto. (b) Parent and/or the 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.