Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. Purchaser Parent or Purchaser is not subject to any order, judgment, decree, stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, there are no filings of the nature contemplated by Section 4.2(b) required to be made by Purchaser Parent or Purchaser in connection with this Agreement or the other transactions contemplated hereby on account of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SEC.

Governmental Approvals and Consents. Neither Purchaser Parent or nor any Designated Purchaser is not subject to any order, judgment, decree, stipulation, injunction judgment or agreement with any Governmental Authority decree which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effectthe Purchase. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or any Designated Purchaser which would prevent or materially interfere with enjoin or delay the consummation of this Agreementthe Purchase. Except as set forth on Schedule 5.3 and except for any requirements consents required under any applicable Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or any Designated Purchaser in connection with the execution, delivery or performance and/or filing of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not not, individually or in the aggregate, have a Purchaser Material Adverse Effect. To 47 40 5.4 Purchase for Investment Purchaser is aware that no shares of capital stock or other securities being acquired pursuant to the knowledge of Purchaser Parent and Purchaser, there are no filings of the nature contemplated by Section 4.2(b) required to be made by Purchaser Parent or Purchaser in connection with this Agreement or the other transactions contemplated hereby on account are registered under the Securities Act of 1933, as amended (the business "Securities Act"), or operations under any state or foreign securities laws. Neither Purchaser nor any Designated Purchaser is an underwriter, as such term is defined under the Securities Act, and Purchaser and any Designated Purchaser are purchasing such shares solely for investment, with no present intention to make any distribution of any such shares to any person, and neither Purchaser Parent nor any Designated Purchaser will sell or Purchaser, other than the filings expressly contemplated by Section 4.2 read together otherwise dispose of shares except in compliance with the Disclosure Letter andregistration requirements or exemption provisions under the Securities Act and the rules and regulations promulgated thereunder, if determined to be necessary by Purchaser, or any other applicable filings with the SECsecurities laws.

Governmental Approvals and Consents. Purchaser Parent or Purchaser is not subject to any order, judgment, decree, stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, there are no filings of the nature contemplated by Section Sections 4.2 and 4.2(b) required to be made by Purchaser Parent or Purchaser in connection with this Agreement or the other transactions contemplated hereby on account of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SECLetter.

Governmental Approvals and Consents. Purchaser Parent None of SALD, the Sellers or Purchaser any Licensee is not subject to any order, judgment, decree, stipulation, injunction judgment or agreement with any Governmental Authority decree which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effectthe Purchase. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or PurchaserSALD, threatened against Purchaser Parent SALD, any of the Sellers or Purchaser any Licensee which would prevent or materially interfere with enjoin or delay the consummation of this Agreementthe Purchase. Except as set forth in any of Schedules 3.4, 3.8 and 3.11, and except for any requirements consents required under any Antitrust Regulations, no material consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any United States or foreign, federal, state, provincial, municipal or local government, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality ("Governmental Authority"), is required on the part of Purchaser Parent SALD or Purchaser any of the Sellers or any Licensee in connection with the execution, delivery or performance and/or filing of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby thereby, except for such consents, approvals, orders or authorizations ofauthorizations, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect effect. Notwithstanding any provision in this Agreement to which the failure contrary, the inclusion of Schedule 3.4 shall not be deemed to have obtained constitute (i) any acknowledgment by SALD that it is the sole obligation of SALD to obtain or undertake to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, there are no filings obtain or make all or any of the nature contemplated by Section 4.2(b) government approvals, consents, orders, authorizations, filings or notices which may be required to be made by Purchaser Parent or Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, those identified on Schedule 3.4) and (ii) a waiver by SALD of Purchaser's obligation under Section 4.3 also to obtain or undertake all or any of the other government approvals, consents, orders, authorizations, filings or notices which may be required in connection with the transactions contemplated hereby on account by this Agreement and under Sections 5.3 and 10.3 to cooperate with SALD in procuring all of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SECGovernmental Authority Consents.

Governmental Approvals and Consents. Neither Purchaser Parent or nor any Designated Purchaser is not subject to any order, judgment, decree, stipulation, injunction judgment or agreement with any Governmental Authority decree which would prevent or materially interfere with or delay the consummation of the sale and purchase provided for in this Agreement or would be reasonably likely to have a Purchaser Material Adverse EffectAgreement. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or any Designated Purchaser which would prevent or materially interfere with enjoin or delay the consummation of this Agreementthe Purchase. Except as set forth on Schedule 4.3 and except for any requirements consents required under any applicable Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or any Designated Purchaser in connection with the execution, delivery or performance and/or filing of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not not, individually or in the aggregate, have a Purchaser Material Adverse Effect. To Notwithstanding any provision in this Agreement to the knowledge contrary, the inclusion of Schedule 4.3 shall not be deemed to constitute (i) any acknowledgment by Purchaser that it is the sole obligation of Purchaser Parent and Purchaser, there are no filings to obtain or undertake all or any of the nature contemplated by Section 4.2(b) government approvals, consents, orders, authorizations, filings or notices which may be required to be made by Purchaser Parent or Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, those identified on Schedule 4.3) and (ii) a waiver by Purchaser of SALD's obligation under Section 3.4 also to obtain or undertake to obtain or make all or any of the other government approvals, consents, orders, authorizations, filings or notices which may be required in connection with the transactions contemplated hereby on account by this Agreement and under Sections 5.3 and 10.3 to cooperate with Purchaser in procuring all of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SECGovernmental Authority Consents.

Governmental Approvals and Consents. Purchaser Parent Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or Purchaser is cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not subject willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within [NUMBER] Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any orderadditional information and documentary material that may be requested pursuant to the HSR Act. [Without limiting the generality of the Buyer's undertakings pursuant to this Section VI.06, judgmentXxxxx agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, decree, stipulation, injunction competition or agreement with trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would prevent otherwise have the effect of materially delaying or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or preventing the consummation of the transactions contemplated hereby and thereby except for such consentsby this Agreement. In addition, approvals, orders or authorizations Buyer shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, licenses or permitsto have vacated or terminated, filings any Governmental Order (whether temporary, preliminary or notices permanent) that would prevent the consummation of the Closing.] All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller [or Buyer] with Governmental Authorities in the ordinary course of business, any disclosure which have been obtained is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and remain cooperate with one another, and consider in full force good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and effect and those proposals. Each party shall give notice to the other party with respect to which any meeting, discussion, appearance or contact with any Governmental Authority or the failure staff or regulators of any Governmental Authority, with such notice being sufficient to have obtained provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Seller and Xxxxx shall use commercially reasonable efforts to remain give all notices to, and obtain all consents from, all third parties that are described in full force Section IV.03 [and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, there are no filings Section V.03] of the nature contemplated by Section 4.2(b) required Disclosure Schedules; provided, however, that Seller shall not be obligated to be made by Purchaser Parent pay any consideration therefor to any third party from whom consent or Purchaser in connection with this Agreement or the other transactions contemplated hereby on account of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SECapproval is requested.

Governmental Approvals and Consents. Purchaser Parent (a) Each party hereto shall, as promptly as possible, (i) but no later than ten calendar days after the date hereof, make, or Purchaser is not subject cause to be made, all filings and submissions under the HSR Act and other applicable premerger notification requirements set forth on Schedule 4.03 applicable to such party or any of its Affiliates; (ii) respond, or cause to be responded, as soon as reasonably practicable to any requests for additional information or documentary material from any Governmental Authority; and (iii) use commercially reasonable efforts to obtain, or cause to be obtained, the expiration or early termination of any waiting periods under applicable premerger notification requirements and all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain the expiration or termination of all such waiting periods and to obtain all such consents, authorizations, orders and approvals. Neither party hereto shall take any action (including, in the case of Buyer, acquiring or agreeing to acquire any assets or securities of any other person) that would have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals, except that, after first consulting with and reasonably considering the views of Seller, (i) Buyer shall have a unilateral right to withdraw and refile its HSR Act filing pursuant to 16 CFR 803.12, and (ii) Buyer shall have the unilateral right to enter into and modify a timing agreement. Buyer shall promptly oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, stipulation, injunction or agreement with ruling of any Governmental Authority which would that could restrain, prevent or materially interfere with delay completion, including by defending through litigation, any action asserted by any person in any court or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, before any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, there are no filings of the nature contemplated by Section 4.2(b) required to be made by Purchaser Parent or Purchaser in connection with this Agreement or the other transactions contemplated hereby on account of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SEC.

Governmental Approvals and Consents. Neither Purchaser Parent or Purchaser nor any of its Designees is not subject to any order, judgment, decree, stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of this Agreement the Purchase or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser any of its Designees which would prevent or materially interfere with or delay the consummation of this Agreementthe Purchase. Except for any requirements consents required under any applicable Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration 31 27 or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser any Designee in connection with the execution, delivery or delivery, performance and/or filing of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser's knowledge, there are no filings of the nature contemplated by Section 4.2(b) Sections 4.2 and 4.4 required to be made by Purchaser Parent Seller or Purchaser any of its Subsidiaries in connection with this Agreement the Purchase or the other transactions contemplated hereby on account of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly contemplated by Section Sections 4.2 and 4.4 read together with the Disclosure Letter and, if determined to be necessary by Purchaser, applicable filings with the SECSchedules thereto.

Governmental Approvals and Consents. Purchaser Parent (a) Each of Buyer and Seller shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or Purchaser is not subject become, necessary for its performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, decreeinjunction, stipulationtemporary restraining order or other order in any suit or proceeding, injunction or agreement with any Governmental Authority which that would prevent otherwise have the effect of preventing or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, to the knowledge of Purchaser Parent or Purchaser, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay the consummation of this Agreement. Except for any requirements under any Antitrust Regulations, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Authority, is required on the part of Purchaser Parent or Purchaser in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or delaying the consummation of the transactions contemplated hereby by this Agreement and thereby except for the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all such authorizations, consents, orders and approvals; provided that, orders or authorizations ofthe Parties acknowledge and agree that, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which obtaining approvals under U.S. Antitrust Law, the failure term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to have obtained propose, negotiate, commit to, effect or agree to remain in full force any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and effect would not have a Purchaser Material Adverse Effect. To the knowledge marketing of Purchaser Parent and Purchaser, there are no filings products outside of the nature contemplated by Section 4.2(bUnited States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) required to, without reduction to the consideration to be made by Purchaser Parent or Purchaser in connection with paid to Seller under this Agreement or and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby on account and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the business or operations of Purchaser Parent or Purchaser, other than the filings expressly supply and license arrangements contemplated by Section 4.2 read together the Transaction Documents in order to align such arrangements with the Disclosure Letter andamendment contemplated by clause (A) above); and (C) withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if determined to be necessary by Purchaserconsummated without any such amendment, applicable filings with the SECwould violate any Law (including any Antitrust Law).

Governmental Approvals and Consents. Purchaser Parent (a) If any consent, approval or Purchaser authorization necessary to preserve any right or benefit under any Contract to which any Company is a party is not subject to any order, judgment, decree, stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of this Agreement or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, legal action, suit, arbitration, governmental investigation, action or other legal or administrative proceeding is pending or, obtained prior to the knowledge Closing, Sellers shall, subsequent to the Closing, cooperate with Buyer and the Companies in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Sellers shall use their reasonable best efforts to provide the Companies with the rights and benefits of Purchaser Parent the affected Contract for the term thereof, and, if Sellers provide such rights and benefits, the applicable Company shall assume all obligations and burdens thereunder. (b) Sellers shall use their commercially reasonable efforts to obtain or Purchaserprovide, threatened against Purchaser Parent or Purchaser which would prevent or materially interfere with or delay at the consummation of this Agreement. Except for any requirements under any Antitrust Regulationsearliest practicable date as determined by Sellers and Buyer, no each consent, waiver, approval, order Order, Permit (including any Environmental Permit) or authorization of, license or permit from, notice to or registration, declaration or filing with, or notification to, any Governmental AuthorityAuthority required or necessary pursuant to any Material Contract, is required on the part Permit, or applicable Law, including any Environmental Law, Environmental Notice, or Environmental Permit (whether with or without notice or lapse of Purchaser Parent time or Purchaser both) applicable to any Company, any Real Property, or any assets, business or operations with respect thereto in connection with the executionwith, delivery as a result of or performance of this Agreement or any of the other Transaction Documents or arising from the consummation of the transactions contemplated hereby and thereby except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices which have been obtained and remain in full force and effect and those with respect to which the failure to have obtained or to remain in full force and effect would not have a Purchaser Material Adverse Effect. To the knowledge of Purchaser Parent and Purchaser, there are no filings of the nature contemplated by Section 4.2(b) required to be made by Purchaser Parent or Purchaser in connection with this Agreement or the Transaction Documents (any such consent, waiver, approval, Order, Permit (including any Environmental Permit) or authorization of, or declaration or filing with, or notification to, any Governmental Authority not obtained prior to the Closing, the “Outstanding Consents”); provided, however, that any Losses arising in connection with the failure to obtain or provide an Outstanding Consent shall be and is agreed to constitute an Excluded Item and Loss indemnifiable pursuant to Section 8.02(h); provided further, that for the avoidance of doubt, any approvals or clearances under the HSR Act shall not constitute Outstanding Consents. The parties hereto agree that they will keep the other parties apprised in a timely manner of the status of matters referred to in this Section 6.03 and, to the extent permitted by Law, promptly furnish the others with copies of notices or other communications (or, in the case of material oral communications, advise the other of such communications (orally or otherwise)) between the parties hereto and their representatives, as the case may be, and any Governmental Authority with respect to such transactions. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereby on account hereunder (but, for the avoidance of doubt, not including any interactions between Sellers or any Company with Governmental Authorities in the Ordinary Course of Business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Each of the business parties hereto agrees that none of the information regarding it or operations any of Purchaser Parent its Affiliates supplied or Purchaser, other than the filings expressly contemplated by Section 4.2 read together with the Disclosure Letter and, if determined to be necessary supplied by Purchaserit, applicable filings or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with the SEC.any 33 302010047 v18