CONSENTS AND NOTIFICATIONS Clause Samples

CONSENTS AND NOTIFICATIONS. ATI and Water Pik shall use their Reasonable Efforts to obtain, or cause to be obtained, to the extent necessary, the written consent of each Water Pik Individual who is a party to a separate agreement between the Individual and ATI and/or a participant in any ATI Executive Benefit Plan, to the treatment of such individual agreement and/or Executive Benefit Plan, as applicable, in accordance with this Article VI, including the assumption by Water Pik and the Water Pik Entities, of sole responsibility for, and the release of ATI and the ATI Entities from, all Benefit Liabilities thereunder; provided, that no failure to seek or to obtain any such consent shall have any effect upon the obligations of Water Pik and the Water Pik Entities with respect to such Benefit Liabilities.

CONSENTS AND NOTIFICATIONS. ATI and Teledyne Technologies shall use their Reasonable Efforts to obtain, or cause to be obtained, to the extent necessary, the written consent of each Teledyne Technologies Individual who is a party to a separate agreement between the Individual and ATI and/or a participant in any ATI Executive Benefit Plan, to the treatment of such individual agreement and/or Executive Benefit Plan, as applicable, in accordance with this Article VI, including the assumption by Teledyne Technologies and the Teledyne Technologies Entities, of sole responsibility for, and the release of ATI and the ATI Entities from, all Benefit Liabilities thereunder; provided, that no failure to seek or to obtain any such consent shall have any effect upon the obligations of Teledyne Technologies and the Teledyne Technologies Entities with respect to such Benefit Liabilities.

CONSENTS AND NOTIFICATIONS. CBI and Convergys shall use their reasonable best efforts to obtain, or cause to be obtained, to the extent necessary, the written consent of each Convergys Individual and Convergys Director who is a party to an individual agreement and/or a participant in the CBI Executive Deferred Compensation Plan, the CBI Long Term Plan, or the CBI Deferred Compensation Plan for Outside Directors, to the treatment of such individual agreement or plan, as applicable, in accordance with this Article VI, including the assumption by Convergys and the Convergys Entities, of sole responsibility for, and the release of the CBI Entities from, all liabilities thereunder; provided, that no failure to seek or to obtain any such consent shall have any effect upon the obligations of the Convergys Entities with respect to such liabilities.

CONSENTS AND NOTIFICATIONS. AT&T and Lucent shall use their reasonable best efforts to obtain, or cause to be obtained, to the extent necessary, the written consent of each Transferred Individual who is a party to an Individual Agreement and/or a participant in any AT&T Executive Benefit Plan, and of each Lucent Non-Employee Director who is a participant in any AT&T Non-Employee Director Plan, to the treatment of such Individual Agreement, Executive Benefit Plan and/or AT&T Non-Employee Director Plan, as applicable, in accordance with this Article VI, including the assumption by Lucent and the Lucent Entities, of sole responsibility for, and the release of AT&T and the AT&T Entities from, all Liabilities thereunder; provided, that no failure to seek or to obtain any such consent shall have any effect upon the obligations of Lucent and the Lucent Entities with respect to such Liabilities.

CONSENTS AND NOTIFICATIONS. Contract No. 6 - Lease Agreement by and between Rowe Management Corp., as landlord, and SDG Resources, L.P., as tenant, dated December 29, 2004, regarding premises in Odessa, Texas. Contract No. 11 - Salt Water Disposal Agreement by and between Texaco Exploration and Production, Inc. and SDG Resources, L.P., dated June 8, 2001. Contract No. 12 - Water Purchase Agreement dated April 19, 2005, by and between SDG Resources L.P., as Buyer, and OXY USA WTP LP, as Seller. Contract No. 13 - Colorado River Municipal Water District Diverted Water Contract dated August 10, 2005, by and between the Colorado River Municipal Water District and SDG Resources, L.P. Contract No. 15 - Letter agreement pertaining to the Cooper Jal Unit Battery by and between SDG Resources, L.P., and Lewis B. Burleson, Inc., dated February 24, 2003. Contract No. 21 - Farmout Agreement dated November 15, 1988, by and between Amoco Production Company, as Farmer, and Tom R. Minihan, as Farmee. Contract No. 22 - Farmout Agreement dated September 7, 1988, by and between OXY USA Inc., as lease owner, and Tom R. Minihan, as operator. Contract No. 23 - Model Form Operating Agreement, effective October 1, 1994, by and between Texaco Exploration and Production Inc., as Operator, and Devon Energy Company (Nevada), as Non-Operator. (PREFERENTIAL RIGHT TO PURCHASE – 15 day election after notice) Contract No. 56 - Gas Purchase Agreement dated November 1, 2001 by and between SDG Resources, LP, Seller and Sid Richardson Energy Services Co. Contract No. 61 - Marketing Agreement dated January 29, 2003 by and between Meredith Marketing Company and SDG Resources, LP, as amended March 25, 2004 Contract No. 62 - Surface Use Agreement dated January 9, 1994, by and between Grand Energy, Inc., as Leasehold Owner, and Frank R. Addis Il, as Surface Owner. Contract No. 63 - Surface Use Agreement dated January 12, 1994, by and between Grand Energy, Inc., as Leasehold Owner, and Sharon Ann Barth, as Surface Owner. Contract No. 64 - Surface Use Agreement dated January 15, 1994, by and between Grand Energy, Inc., as Leasehold Owner, and Mary L. Sorensen, as Surface Owner. Contract No. 66 - Disposal Agreement dated September 1, 1999, by and between IBEX Resources V, L.P., as Operator, and Sharon Ann Barth, as Owner. Contract No. 67 - Disposal Agreement dated September 1, 1999, by and between IBEX Resources V, L.P., as Operator, and Frank R. Addis Il, as Owner. Contract No. 68 - Disposal Agreement dated September 1, 1999, by...

CONSENTS AND NOTIFICATIONS. During the period from the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Seller Parties shall take all reasonably necessary steps to prepare and file, as promptly as practicable after the date hereof, all documentation to effect all required notices, reports and other filings to any Governmental Entity (including, without limitation, notified bodies designated by the member states of the European Union and the European Free Trade Association), and to take all reasonably necessary steps to obtain, as promptly as practicable after the date hereof, all consents and Permits required to be obtained by the Seller Parties from any such Governmental Entity, as necessary to consummate this transaction and as necessary to permit the Purchaser to continue to operate the Business in the ordinary course of business consistent with past practice after the Closing.

CONSENTS AND NOTIFICATIONS. The Company shall have obtained or filed, as applicable, in a timely fashion any and all consents, permits, approvals, registrations, waivers and notifications necessary for consummation of the purchase and sale of the Shares (including, without limitation, any notifications required pursuant to the rules and regulations of applicable Trading Markets, and except for such as may be properly obtained or filed subsequent to the Closing), all of which shall be and remain so long as necessary in full force and effect.

CONSENTS AND NOTIFICATIONS. ATI and Spinco shall use their Reasonable Efforts to obtain, or cause to be obtained, to the extent necessary, the written consent of each Spinco Individual who is a party to a separate agreement between the Individual and ATI and/or a participant in any ATI Executive Benefit Plan, to the treatment of such individual agreement and/or Executive Benefit Plan, as applicable, in accordance with this Article VI, including the assumption by Spinco and the Spinco Entities, of sole responsibility for, and the

CONSENTS AND NOTIFICATIONS. (i) Promptly after execution hereof, Philips and OPTO will file (and Philips will cause OPTO to file) any notification and report forms and related material that Philips and/or OPTO may be required to file with any governmental authority (including, without limitation, all filings and notifications under the HSR Act), will use its best efforts to obtain (and Philips will cause OPTO to use its best efforts to obtain) the expiration or early termination of the applicable waiting period (or any extension thereof) for any required pre-acquisition or pre-merger notice to such authority, and will make (and Philips will cause OPTO to make) any further filings, including the submission of any additional information or documentary material, pursuant thereto that may be necessary in relation to such pre-acquisition or pre-merger notices and filings. (ii) Prior to each Closing, Philips will (a) notify any and all Persons required to be notified by Philips in connection with the transactions to be consummated at such Closing, and (b) obtain any and all consents identified on Schedule 5.4 as required to be obtained by Philips prior to such Closing. From and after the OPTO Closing, Philips shall continue diligently to use its reasonable efforts to obtain all other consents identified on Schedule 5.4. (iii) Promptly after execution hereof, Uniphase and the Buyers will file (and Uniphase will cause the Buyers to file) any notification and report forms and related material that Uniphase and/or the Buyers may be required to file with any governmental authority (including, without limitation, all filings and notifications under the HSR Act), will use its best efforts to obtain (and Uniphase will cause the Buyers to use their best efforts to obtain) the expiration or early termination of the applicable waiting period (or any extension thereof) for any required pre-acquisition or pre-merger notice to such authority, and will make (and Uniphase will cause the Buyers to make) any further filings, including the submission of any additional information or documentary material, pursuant thereto that may be necessary. (iv) Prior to each Closing, the Uniphase Parties will (a) notify any and all Persons required to be notified by the Uniphase Parties in connection with the transactions to be consummated at such Closing, and (b) obtain any and all consents required to be obtained by the Uniphase Parties in connection with the transactions to be consummated at such Closing.