Common use of Third Party Consents; Notices Clause in Contracts

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) If requested by Acquirer in writing, the The Company shall use its commercially reasonable efforts obtain prior to obtain the Closing, and deliver to Acquiror at or deliverprior to the Closing, as the case may be, the all consents, notices, waivers and approvals under each Contract listed or described on Schedule 2.4(b1.4(b)(xvii)-1 hereto and, upon request by Acquiror, shall exercise commercially reasonable efforts to obtain prior to the Closing, and deliver to Acquiror at or prior to the Closing, all consents, waivers and approvals under each other Contract listed or described on Schedule 2.3(b)(ii)(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(b2.3(b)(ii)(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 ). The Company shall use its commercially reasonable efforts to Acquirer terminate prior to the Closing; provided , and deliver evidence of such termination to Acquiror at or prior to the Closing, all of the Contracts listed or described on Schedule 1.4(b)(xvii)-2 hereto (it being understood that to the extent any of such Contracts requires a notice period that would extend beyond the Closing Date for such termination to be effective, commercially reasonable efforts shall not include any requirement would be satisfied by a request for termination that included a request for waiver of such notice period) and to amend prior to the Closing, and deliver evidence of such amendment to Acquiror at or prior to the Closing, all of the Shareholders Contracts listed 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 described 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 thereof1.4(b)(xvii)-3 hereto. (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 the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA, the American Recovery and Reinvestment Act of 2009 and other Applicable Law applicable Legal Requirements in connection with the Transactionstransactions contemplated by this Agreement.

Third Party Consents; Notices. (a) If Unless otherwise requested by Acquirer in writingXxxxx, Seller and 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 Acquirershall, and deliver copies of such consentsshall cause the Acquired Companies to, notices, waivers and/or approvals to Acquirer prior to the Closing; provided that such , use commercially reasonable efforts shall not include any requirement to, as promptly as reasonably practicable after the date hereof, give all notices to, and obtain all approvals, authorizations, clearances, consents, ratifications, permissions, exemptions or waivers (collectively, “Consents”), which Consents may be conditioned on the consummation of the Shareholders or the Acquired Companies or their Affiliates to expend moneyTransactions, commence any litigation or arbitration proceedingfrom, 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 all Persons required in connection with the Transactions or because pursuant to (a) any Contract set forth on Section 6.07 of the default, acceleration or termination of or loss of right under any such Contract as a result thereof. Company Disclosure Schedules and (b) The Company shall give all notices and other information required to be given if requested by Buyer prior to the employees Closing Date, any other Contract. Seller and the Company shall, and shall cause the Acquired Companies to, (a) consult with Buyer beforehand regarding the process for seeking such Consents and providing such notices, (b) provide Buyer with a reasonable opportunity to review and comment in advance on the forms of such Consent requests and notices, and (c) incorporate any reasonable comments thereto made by Buyer. If reasonably requested by Xxxxx, Seller and the Company shall, and shall cause the Acquired Companies to, in coordination with Buyer and its Representatives, notify or request the consent, as applicable, of each of the Company, any employee representatives established under local laws (esp. works councils (Betriebsräte)) any collective bargaining unit representing any group of employees Persons that are counter-parties to such Contracts of the Companyexpected consummation of the Transactions, and any cooperate with Buyer and, subject to compliance with applicable government authority under other Applicable Law Law, take such action as Buyer may reasonably request in order to preserve the goodwill and maintain the existing relations in connection with such transition. Without limiting the foregoing and in compliance with applicable Law, Seller and the Company shall, and shall cause the Acquired Companies to, coordinate and cooperate with Buyer to manage all communications with Third Parties with respect to this Agreement and the consummation of the Transactions. For the avoidance of doubt, this Section 6.07 shall not apply to the subject matter of Sections 8.01 or 8.02.