Common use of Consents of Third Parties; Governmental Approvals Clause in Contracts

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto shall act diligently and reasonably and shall use its reasonable best efforts to cooperate with the other parties in attempting to secure any consents, waivers and approvals of any third party (including Governmental Approvals) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing Date; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either party or any of such party’s Affiliates (including the Acquired Company or Sellers on or prior to the Closing Date) to pay money to any third party (other than filing and application fees), commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body); provided further, however, that, prior to the Closing, neither Buyer nor its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service provider, lessor or other business relation of the Business in connection with any such consent without Parent’s prior written consent.

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto of Buyer, on the one hand, and the Companies, on the other hand, shall act diligently and reasonably and shall shall, at the request of the other party, use its reasonable best efforts to cooperate with the such other parties party in attempting to secure any consents, waivers and approvals of any third party (including any Governmental ApprovalsBody) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing DateAgreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to except as set forth in Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either party any Buyer, Seller or any of such party’s their respective Affiliates (including the Acquired Company or Sellers Companies prior to, on or prior to after the Closing Date) to pay money to any third party (other than filing and application fees)party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body); provided further, however, that, prior to the Closing, neither Buyer nor its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service providerprovider or lessor of any Acquired Company, lessor or any other business relation of the Business third party (other than any Governmental Body) in connection with any such consent without Parentthe Stockholder Representative’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing is not intended to, nor shall it, prevent Buyer, its Affiliates or any of their respective officers, employees or authorized representatives from initiating or maintaining contact with any such customer, supplier, independent service provider or lessor of any Acquired Company in the ordinary course of business unrelated to the transactions contemplated by this Agreement.

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto shall act diligently and reasonably and shall shall, at the request of any other party hereto, use its reasonable best efforts to cooperate with the such other parties party in attempting to secure any consents, waivers and approvals of any third party (including any Governmental ApprovalsBody) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing DateAgreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either any party or any of such party’s Affiliates (including the Acquired Company or Sellers on Companies on, after or prior to the Closing Date) to pay money to any third party (other than filing and application fees)party, commence or participate in any litigationlitigation (except to the extent required to so participate to comply with Section 7.3(b)(ii)), offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body); provided further, however, that, prior to the Closing, neither Buyer nor its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service providerprovider or lessor of any Acquired Company, lessor or any other business relation of the Business third party (other than any Governmental Body) in connection with any such consent without ParentDover US’s prior written consent.

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto shall act diligently and reasonably and shall shall, at the request of any other party hereto, use its reasonable best efforts and the Sellers shall to the extent necessary, cause the Acquired Companies to, to cooperate with the such other parties party in attempting to secure any consents, waivers and approvals of any third party (including any Governmental ApprovalsBody or notified body within the European Union) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing Date; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either party or any of such party’s Affiliates (including the Acquired Company or Sellers Companies on or prior to the Closing Date) to pay money to any third party (other than filing and application fees)party, commence or participate in any litigationProceeding (other than a potential audit of the Acquired Companies conducted by a notified body in the EU for preparing the timely renewal/re-obtainment of EC certificates), offer or grant any accommodation or undertake any obligation or liability Liability (in each case financial or otherwise) to any third party (including any Governmental Body), except as otherwise set forth herein; provided further, however, that, prior to the Closing, neither Buyer nor its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service providerprovider or lessor of any Acquired Company, lessor or any other business relation of third party (other than any Governmental Body or notified body within the Business European Union) in connection with any such consent without ParentChart US’s prior written consent.

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto shall act diligently and reasonably and shall shall, at the request of the other party hereto, use its reasonable best efforts to cooperate with the such other parties party in attempting to secure any consents, waivers and approvals of any third party (including any Governmental ApprovalsBody) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing DateAgreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either party Seller or any of such party’s its Affiliates (including including, for the avoidance of doubt, the Acquired Company or Sellers Companies on or prior to the Closing Date) to pay money to any third party (other than filing and application fees)party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body); provided further, however, that, prior to the Closing, neither Buyer nor or its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service providerprovider or lessor of any Acquired Company, lessor or any other business relation of the Business third party (other than any Governmental Body) in connection with any such consent consent, without ParentSeller’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto shall act diligently and reasonably and shall shall, at the request of any other party hereto, use its commercially reasonable best efforts to cooperate with the such other parties party in attempting to secure any consents, waivers and approvals of any third 38 party (including any Governmental ApprovalsAuthority) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing DateAgreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either any party hereto or any of such party’s its Affiliates (including including, as to the Acquired Sellers, the Company or Sellers on or prior to the Closing Date) to pay money to any third party (other than filing and application fees), commence or participate in any litigationProceeding (except to the extent required to so participate to comply with this Section), offer or grant any accommodation or undertake any material obligation or liability (in each case financial or otherwise) to any third party (including any Governmental BodyAuthority); provided further, however, that, prior to the Closing, neither Buyer party nor its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service provider, provider or lessor or other business relation of the Business Company, or any other third party (other than any Governmental Authority) in connection with any such consent without Parentthe other party’s prior written consent, which consent shall not be unreasonably withheld.

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto subject to Section 7.6(b), Buyer shall act diligently and reasonably reasonably, and Seller, upon the request of Buyer, shall use its commercially reasonable best efforts to obtain, and to cooperate with the other parties in attempting Buyer to secure obtain, any consents, waivers and approvals of any third party (including any Governmental ApprovalsBody) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing DateAgreement; provided, however, that, that notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either party Seller or Buyer or any of such party’s their respective Affiliates (including the Acquired Company or Sellers on or prior to the Closing Date) to pay money to any third party (other than filing and application fees)party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body); provided provided, further, however, that, that prior to the Closing, Closing neither Buyer nor its Affiliates nor any of their respective officers, employees or authorized representatives may contact any customer, supplier, independent service provider, lessor or other business relation of the Business third party (other than any Governmental Body) in connection with any such consent without Parent’s prior written consentproviding Seller with advance notice and a commercially reasonable opportunity to participate in any such contact.

Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, each party hereto shall act diligently and reasonably and shall use its reasonable best efforts to cooperate with the other parties in attempting to secure any consents, waivers and approvals of any third party (including any Governmental ApprovalsBody) required to be obtained to consummate the transactions contemplated by this Agreement and to perfect the transfer or new obtainment of any Governmental Permits necessary for conducting the Business after the Closing DateAgreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, subject to Section 7.3(b), 7.3(c) and 7.3(d), such action shall not include any requirement of either party Seller, Buyer, or any of such party’s their Affiliates (including the Acquired Company or Sellers on or prior to the Closing Date) to pay money to any third party (other than filing and application fees)party, commence or participate in any litigation, litigation (except to the extent required to so participate to comply with Section 7.2(b) offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body); provided further, however, that, prior to the Closing, neither Buyer nor its Affiliates nor any of their respective officers, employees employees, agents or authorized representatives other Representatives may contact any customer, supplier, independent service provider, provider or lessor or other business relation of the Business Company (other than any Governmental Body) solely in connection with any such consent without Parentthe Seller’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).