Common use of Third Party Notices and Consents Clause in Contracts

Third Party Notices and Consents. Promptly following the date hereof, the Company shall and shall cause the other Acquired Companies to cooperate with Parent in determining whether any actions are required to be taken or any consents, approvals or waivers are required to be obtained from third parties (including under any Contracts) in connection with the consummation of the transactions contemplated by this Agreement. Upon Parent’s request, the Company shall, and shall cause the other Acquired Companies to, use commercially reasonable efforts (including by cooperating with Parent and its Affiliates and Representatives) in connection with the giving of notices of the transactions contemplated by this Agreement to any third parties, including pursuant to any Contracts to which any of the Acquired Companies is a party. Prior to the Second Merger Effective Time, the Company shall use its commercially reasonable efforts (and the Company shall cause the other Acquired Companies to use their respective commercially reasonable efforts) to obtain any third-party consents, waivers or novations (including under any Contracts); provided that in connection with obtaining any such third-party consent, waiver or novation (other than any third-party consent, waiver or novation contemplated by Section 9.01), none of the Parent Parties or any Acquired Company will be required to (and, without the written consent of Parent, no Acquired Company shall) make or agree to make more than a de minimis payment (the amount of which shall constitute a Transaction Expense), grant any accommodations or accept any amendment, conditions or obligations, including amendments to existing conditions and obligations. 115

Third Party Notices and Consents. Promptly following Following the date hereof, the Company shall Seller shall, and shall cause the other Acquired Companies to, use commercially reasonable efforts to cooperate with Parent the Buyer Parties in determining whether any actions are required to be taken or any consents, approvals or waivers are required to be obtained from third parties (including under any Contracts) in connection with the consummation of the transactions contemplated by this Agreement; provided that in no event will the Closing be delayed as a result of Seller’s cooperation pursuant to this Section 5.10. Upon Buyer Parent’s reasonable request, the Company Seller shall, and shall cause the other Acquired Companies to, use commercially reasonable efforts (including by cooperating with Parent the Buyer Parties and its their Affiliates and Representatives) in connection with (i) the giving of notices of the transactions contemplated by this Agreement to any third parties, including pursuant to any Contracts to which any of the Acquired Companies Company Entities is a party. Prior to the Second Merger Effective Time, the Company shall use its commercially reasonable efforts party and (and the Company shall cause the other Acquired Companies to use their respective commercially reasonable effortsii) to obtain any obtaining third-party consents, waivers or novations (including under any Contracts)) requested by Buyer Parent; provided that in connection with obtaining any such third-party consent, waiver or novation (other than any third-party consentnovation, waiver or novation contemplated by Section 9.01), none of the Parent Parties or any no Acquired Company will be required to (and, without the written consent of Buyer Parent, no Acquired Company shall) (x) make or agree to make more than a de minimis payment (which, for the amount avoidance of which shall doubt, will not constitute a Transaction ExpenseLeakage for purposes of this Agreement), (y) grant any accommodations or accept any amendment, conditions or obligations, including amendments each of which, if made or agreed to, shall be conditioned upon the Closing, or (z) otherwise be required to existing agree to any accommodation, condition or other term that are not conditioned upon, and in each case will be in effect as of, the Closing. Notwithstanding anything herein to the contrary, it is expressly acknowledge that no such consents, approvals or waivers referred to in this Section 5.10 shall be, or be deemed to be or constitute, conditions and obligations. 115to Closing.

Third Party Notices and Consents. Promptly following the date hereof, the Seller and each Company shall and shall cause the other Acquired Companies to cooperate with Parent and each Merger Sub in determining whether any actions are required to be taken or any consents, approvals or waivers are required to be obtained from third parties (including under any Contracts) in connection with the consummation of the transactions contemplated by this Agreement. Upon Parent’s request, the Seller and each Company shall, shall and shall cause the other Acquired Companies to, use commercially reasonable efforts (including by cooperating with Parent and its Affiliates and Representatives) in connection with the giving of notices of the transactions contemplated by this Agreement to any third parties, including pursuant to any Contracts to which any of the Acquired Companies is a party. Prior to the Second Merger Effective Time, the Seller and each Company shall use its their commercially reasonable efforts (and the Company shall cause the other Acquired Companies to use their respective commercially reasonable efforts) to obtain any third-party consents, waivers or novations (including under any Contracts); provided that in connection with obtaining any such third-party consent, waiver or novation (other than any third-party consentnovation, waiver or novation contemplated by Section 9.01), none of the Parent Parties or any no Acquired Company will be required to (and, without the written consent of Parent, no Acquired Company shall) make or agree to make more than a de minimis payment (the amount of which shall constitute be treated as a Transaction Expense), grant any accommodations or accept any amendment, conditions or obligations, including amendments to existing conditions and obligations. 115.

Third Party Notices and Consents. Promptly following the date hereof, the Company each of Parent, Merger Sub, and Thermo shall cooperate with one another, and Thermo shall cause the other Acquired Companies to cooperate with Parent and Merger Sub in determining whether any actions are required to be taken or any consents, approvals or waivers are required to be obtained from third parties (including under to any Material Contracts or other Contracts) , in connection with the consummation of the transactions contemplated by this Agreement. Upon Parent’s request, the Company Thermo shall, and shall cause the other Acquired Companies to, use commercially reasonable best efforts (including by cooperating with Parent and its Affiliates and Representatives) in connection with the giving of notices of the transactions contemplated by this Agreement to any third parties, including pursuant to any Contracts to which any of the Acquired Companies is a party. Prior to the Second Merger Effective Time, the Company Parent and Thermo shall use its commercially their respective reasonable best efforts (and the Company Thermo shall cause the other Acquired Companies to use their respective commercially reasonable best efforts) to seek to obtain any third-party consents, waivers or novations (including under required pursuant to the terms of any Contracts)Contracts that are necessary or appropriate to operate the Acquired Companies after the Closing. Parent, Merger Sub, and Thermo shall each bear their own costs and expenses incurred in connection with obtaining any such consents; provided that in connection with obtaining any such third-party consent, waiver or novation (other than any third-party consent, waiver or novation contemplated by Section 9.01)novation, none of the Parent Parties Parent, Merger Sub, or any Acquired Company will be required to (and, without the written consent of Parent, no Acquired Company shall) make or agree to make more than a de minimis payment (the amount one half of which shall constitute a Transaction Expense), grant any accommodations be promptly reimbursed by Parent or Merger Sub upon notice from the Acquired Company) or accept any amendment, material conditions or obligations, including amendments to existing conditions and obligations. 115.