Consents Generally. (a) In furtherance and not in limitation of Section 5.5 and Section 5.8, each party shall use all reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all third parties and Governmental Entities required to be filed, effected or obtained by it or that are otherwise necessary or advisable for either of them to consummate the Transactions; provided, however, that (i) no party shall be required to make any payment to obtain any Consent from a third party (other than a Governmental Entity) and (ii) Seller shall not permit any Seller Entity to agree orally or in writing to any amendments to any Contract, to any concessions in any commercial arrangements or to any loss of rights (whether to have effect prior to or after the Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Entity without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. (b) The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in paragraph (a) above. The parties hereto shall supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (c) Subject to applicable Law and any applicable confidentiality restrictions, Buyer and its counsel, on the one hand, and Seller and its counsel, on the other hand, shall have the right to review (in advance to the extent practicable) any information relating to Buyer or the Seller Entities, as the case may be, that appear in any filing made with, or written materials submitted to, any Governmental Entity in connection with the consummation of the Transactions. If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Entity with respect to the consummation of the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Notwithstanding the foregoing, subject to applicable Law, with respect to any information relating to or written materials relating to antitrust matters submitted to any Governmental Entity in connection with the Transaction, Buyer and its counsel, on the one hand, and Seller and its counsel, on the other hand, shall have their views considered in good faith by the other party and provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party to a Governmental Entity or received from such Governmental Entity in connection with the Transactions. The parties may also, as each deems reasonably necessary, designate any competitively sensitive material provided to the other under this Section 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.
Appears in 1 contract
Consents Generally. (a) In furtherance Buyer acknowledges that certain consents and approvals may be required as a result of the transactions contemplated by this Agreement, including from Governmental Authorities or from parties to Contracts to which Seller and its Affiliates, including the Purchased Subsidiaries are a party (including, for the avoidance of doubt, any Third Party Approvals and any consent or approval required in connection with any Shared Contract or Replacement Contract) and that such consents and approvals (collectively, “Change of Control Consents”) have not in limitation of Section 5.5 been obtained and Section 5.8may not be obtained. Seller shall, each party and shall cause its Affiliates to, use all commercially reasonable best efforts to promptly prepare and file all necessary documentation, obtain the Change of Control Consents prior to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all third parties and Governmental Entities required to be filed, effected or obtained by it or that are otherwise necessary or advisable for either of them to consummate the TransactionsClosing; provided, however, that (i) no party notwithstanding anything to the contrary herein, the Parties agree and acknowledge that none of Seller, Buyer or any of their respective Affiliates shall be required to make expend any payment material amount of money, incur any Liabilities, commence any Action, or offer or grant any accommodation (financial or otherwise) to any third party, in order to obtain any Consent from a third party (other than a Governmental Entity) and (ii) Seller shall not permit any Seller Entity to agree orally or in writing to any amendments to any Contract, to any concessions in any commercial arrangements or to any loss such Change of rights (whether to have effect prior to or after the Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Entity without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayedControl Consent.
(b) The parties hereto Notwithstanding anything to the contrary herein, Buyer agrees that Seller, the Retained Entities and their respective Affiliates shall coordinate not have any Liability whatsoever to Buyer or its Affiliates (and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in paragraph (a) above. The parties hereto shall supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing.
(c) Subject to applicable Law and any applicable confidentiality restrictions, Buyer and its counselAffiliates shall not be entitled to assert any claims) arising out of or relating to the failure to obtain any Change of Control Consents, on including because of the one handdefault, acceleration or termination of or loss of right under any Contract as a result thereof, and Seller that failure to obtain any Change of Control Consent shall not, in and its counselof itself, on the other handconstitute a condition to Closing. Buyer further agrees that, shall have the right to review (in advance to the extent practicable) Seller has complied with its obligations under Section 5.06(a), no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition to Closing shall be deemed not to be satisfied, as a result of the failure to obtain any information Change of Control Consent or as a result of any such default, acceleration or termination or loss of right or any Action commenced or threatened by or on behalf of any Person arising out of or relating to Buyer or the Seller Entities, as the case may be, that appear in failure to obtain any filing made with, or written materials submitted to, any Governmental Entity in connection with the consummation Change of the Transactions. If any party Control Consent or any Affiliate thereof receives a request for additional information such default, acceleration or documentary material from any Governmental Entity with respect to the consummation termination or loss of the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Notwithstanding the foregoing, subject to applicable Law, with respect to any information relating to or written materials relating to antitrust matters submitted to any Governmental Entity in connection with the Transaction, Buyer and its counsel, on the one hand, and Seller and its counsel, on the other hand, shall have their views considered in good faith by the other party and provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party to a Governmental Entity or received from such Governmental Entity in connection with the Transactions. The parties may also, as each deems reasonably necessary, designate any competitively sensitive material provided to the other under this Section 5.7 as “outside counsel onlyright.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.
Appears in 1 contract