Common use of Governmental and Third-Party Notices and Consents Clause in Contracts

Governmental and Third-Party Notices and Consents. (a) Subject to limitations provided on the Company Disclosure Schedule, the Company shall use all commercially reasonable efforts and take all commercially reasonable actions to obtain, at its expense, all novations, assignments, waivers, permits, consents, approvals or other authorizations from each Governmental Entity or Prime Contractor required to preserve the economic benefit of each Federal Contract, SLED Contract and Canadian Contract with a Governmental Entity or subcontract with a Prime Contractor to which the Company is a party or is otherwise bound and to effect all registrations, filings and notices with or to Governmental Entities or Prime Contractors which the Company may reasonably need to obtain in order for the Company to consummate the transactions contemplated by this Agreement, provided that the Parent acknowledges that (i) the Company’s ability to obtain such items will require the cooperation and participation of Parent and Parent agrees to provide such cooperation and participation to the extent commercially reasonable and (ii) notwithstanding the foregoing, not all of the items referred to above are obtainable by the Company and certain of such items must be obtained by the Parent, and Parent agrees to use commercially reasonable efforts at its expense to obtain these. (b) The Company shall use its commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties (other than Governmental Entities), including without limitation, landlords and counterparties to contracts, and to give all such notices to third parties, as are required to be listed in the Company Disclosure Schedule and which the Company may reasonably need to obtain in order for the Company to consummate the transactions contemplated by this Agreement.

Governmental and Third-Party Notices and Consents. (a) Subject to limitations provided on the Company Disclosure Schedule, the The Company shall use all commercially reasonable efforts and take all commercially reasonable actions to obtain, at its expense, all novations, assignments, waivers, permits, consents, approvals or other authorizations from each Governmental Entity Key Vendor or Prime Contractor Material Customer required to preserve the economic benefit of each Federal Contract, SLED Customer Contract and Canadian or Key Vendor Contract with a Governmental Entity or subcontract with a Prime Contractor to which the Company is a party or is otherwise bound and to effect all registrations, filings and notices with or to Governmental Entities Key Vendors or Prime Contractors Material Customers which the Company may reasonably need to obtain in order for the Company to consummate the transactions contemplated by this Agreement, provided that the Parent acknowledges and Merger Sub acknowledge that (i) the Company’s ability to obtain such items will require the cooperation and participation of Parent and Merger Sub and Parent agrees and Merger Sub agree to provide such cooperation and participation to the extent commercially reasonable and (ii) notwithstanding the foregoing, not all of the items referred to above are obtainable by the Company, the Company and certain of may not be able to obtain such items, such items may not be obtained on commercially reasonable terms or at all, or must be obtained by the ParentParent or Merger Sub, and Parent agrees and Merger Sub agree to use commercially reasonable efforts at its their expense to obtain thesethese after Closing. (b) The Company shall use its commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from each third parties party (other than Governmental Entities), including without limitation, landlords and counterparties to contracts, and to give all such notices to third parties, as are required to be listed in the Company Disclosure Schedule and which the Company may reasonably need to obtain in order for the Company to consummate the transactions contemplated by this Agreement.