Third Parties and Governmental Authorities Notice and Consent Sample Clauses

Third Parties and Governmental Authorities Notice and Consent. Each of the Parties shall use commercially reasonable efforts to obtain, as soon as reasonably practicable after the execution of this Agreement, any and all consents, approvals and authorizations of Governmental Authorities or other Persons required in order to consummate the transactions contemplated by this Agreement, and each Party shall cooperate with the other Parties to this Agreement in obtaining all such consents, approvals and authorizations; provided, however, that except as otherwise provided in the second sentence of Section 5.5(b), neither Parent nor the Company shall be required to expend any funds to obtain any consents, approvals or authorizations of Governmental Authorities or other Persons.

Third Parties and Governmental Authorities Notice and Consent. Subject to Section 5.6(d), each Party shall use reasonable best efforts to obtain, as soon as possible after the execution of this Agreement, any and all consents, approvals and authorizations of Governmental Authorities or other Persons required in order to consummate the transactions contemplated by this Agreement, and each Party shall cooperate with the other Parties to this Agreement in obtaining all such consents, approvals and authorizations; provided, however, that neither Party shall be required to expend, or cause expenditure of, any funds to obtain any consents, approvals or authorizations of Governmental Authorities or other Persons. Notwithstanding anything to the contrary set forth in this Section 5.2(b) or elsewhere in this Agreement, Buyer shall pay all fees and expenses in connection with the application, notification, and other documents required to be filed or provided under the HSR Act.

Third Parties and Governmental Authorities Notice and Consent. Each of the Parties shall use (and the Company shall cause its Subsidiaries to use) reasonable best efforts to obtain, as soon as possible after the execution of this Agreement, any and all consents, approvals and authorizations of Governmental Authorities or other Persons required in order to consummate the transactions contemplated by this Agreement, and each Party shall cooperate with the other Parties to this Agreement in obtaining all such consents, approvals and authorizations; provided, however, that (i) no party shall be obligated to pay any consideration to any third party from whom consent or approval is requested under any Contract and (ii) the consent of the Parent shall be required with respect to any amendment or modification of any Material Contract in connection with obtaining any such consent or approval that is adverse in any material respect to Parent, Merger Sub, the Company or any of its Subsidiaries. Table of Contents

Third Parties and Governmental Authorities Notice and Consent. Without in any way limiting the Parties’ respective obligations under Section 5.5, each Party shall use reasonable best efforts to obtain, as soon as possible after the execution of this Agreement, any and all consents, approvals and authorizations of Governmental Authorities or other Persons required in order to consummate the transactions contemplated by this Agreement, and each Party shall cooperate with the other Parties to this Agreement in obtaining all such consents, approvals and authorizations; provided, however, that none of the Company, any Subsidiary or Seller shall be required to expend, or cause expenditure of, any funds in excess of normal and usual administrative and processing fees, if any, to obtain any consents, approvals or authorizations of Governmental Authorities or other Persons.