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

Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or 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 with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement. (b) 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 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 (i) give reasonable advance 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, to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (c) Seller shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described on Schedule 4.3 attached hereto.

Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or 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 DocumentsAgreement. Each party shall cooperate fully with the other party parties hereto and its their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement. (b) 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 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 (i) give reasonable advance 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, to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (c) Seller Sellers shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described on Schedule 4.3 attached heretoin Section 3.05 of the Disclosure Schedules; provided, however, that Sellers shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested. (c) If any consent, approval or authorization necessary to preserve any right or benefit under any agreement to which the Company is a party is not obtained prior to the Closing, Sellers shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (d) Notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain, or 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 DocumentsAgreement. Each party shall cooperate fully with the other party parties and its their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement. (b) 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 filings with the Securities and Exchange Commission, any interactions between Seller with Quiksilver or its Affiliates and any 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 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 (i) give reasonable advance 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, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (c) Seller Quiksilver and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents authorizations, consents, waivers or approvals from, all third parties that are described on Schedule 4.3 attached heretoin Section 2.5 of the Disclosure Schedules; provided, however, that Quiksilver shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested; provided, further, however, that in seeking to obtain such authorizations, consents, waivers or approvals, the Company shall not enter into any new contract, modify any existing contract, make any accommodation or enter into any agreement or arrangement that, in any instance, would survive, or give rise to rights or obligations of any Person at or following, the Closing, without the prior written consent of Buyer.

Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or 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 parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement. (b) 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 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 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 (i) give reasonable advance 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, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (c) Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described on in Schedule 4.3 attached hereto4.02 of the Disclosure Schedules; provided, however, that Seller shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested.

Governmental Approvals and Other Third-Party Consents. (a) Each party Party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities and other third parties 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 DocumentsAgreement. Each party Party shall reasonably cooperate with the other party Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer Each Party acknowledges and Seller agree agrees that each party hereto will bear fifty percent (50%) it has independently determined, based on the information available to it and with the advice of all its own legal counsel, that no filing fees and other costs incurred in connection with compliance with or notification and reporting requirements under pursuant to the HSR Act is required with respect to the transactions contemplated by this Agreement. (b) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party Party or its Affiliates before any Governmental Authority or the staff or regulators of any Governmental Authority, Authority in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller with the MC Partnership Parties or their respective Subsidiaries and Governmental Authorities in the ordinary course Ordinary Course of businessBusiness, any disclosure which is not permitted by Law or any disclosure containing confidential informationinformation with respect to either Party) shall be disclosed to the other party Party hereunder in advance of any joint filing, submission or attendanceattendance (subject to applicable attorney-client or other legal privilege), 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 joint analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party Party shall (i) give reasonable advance notice to the other party Party with respect to any joint 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 Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (c) Seller The Partnership and the RP Investors shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described on in Schedule 4.3 attached hereto3.04 of the Disclosure Letter.

Governmental Approvals and Other Third-Party Consents. (a) 5.9.1 Each party Party hereto shall, as promptly as possiblepossible after the date hereof, use its reasonable best efforts to obtain, or 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 Agreement, the closing of the transactions contemplated hereby and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. hereunder. 5.9.2 Each party Party shall cooperate fully with the other party Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement. (b) 5.9.3 All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, arguments and proposals made by or on behalf of either party any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, Authority in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller among Sellers or the 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 Parties 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, another in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, arguments and proposals. Each party Party shall (i) give reasonable advance notice to the other party Parties 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 Parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this . Stock Purchase Agreement or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the Closing. (c) Seller shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described on Schedule 4.3 attached hereto.- 47

Governmental Approvals and Other Third-Party Consents. (a) Each party hereto Party shall, as promptly as possible, use its reasonable best efforts to obtain, or 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 DocumentsAgreement. Each party Party shall cooperate fully with the other party Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto . (b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, it is expressly understood and agreed that neither Party shall not willfully take have any action obligation to litigate any action, suit, claim, mediation, arbitration or other legal proceeding that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred may be brought in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement, and neither Party shall be required to agree to any license, sale or other disposition or holding separate (through the establishment of a trust or otherwise), of shares of capital stock or of any business, assets or property of either Party or any of the Parties’ respective Affiliates, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock or any actions that are not conditioned on the occurrence of the Closing. (bc) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party Seller or the Company before any Governmental Authority or the staff or regulators of any Governmental Authority, solely in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller Seller, the Company or GRA 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 Party 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 Party shall (i) give reasonable advance notice to the other party 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 Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. For the avoidance of doubt, and consult the Parties agree that none of the foregoing obligations shall apply to the preparation by Buyer of any filings with the other party a reasonable time in advance of any U.S. Securities and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed at any and all such meetings and (ii) provide the other party a reasonable opportunity to review and comment on any written or, if practicable, material oral communication proposed to be given by such party to any Governmental Authority regarding the transactions contemplated hereby and any and all filings, forms and submissions filed with, and any and all investigations conducted by or before, any Governmental Authority relating to this Agreement Exchange Commission or the transactions contemplated hereby, and (iii) to the extent permitted by the applicable Governmental Authority, shall allow the other party to participate in such meetings or portions thereof. Notwithstanding anything herein to the contrary, nothing in this Section 6.5 will require that Buyer, UK Buyer or any of their Affiliates divest, sell or hold separately any of its assets or properties, nor will this Section 6.5 require that Buyer, UK Buyer or any of their Affiliates take any actions that could affect the normal and regular operations of Buyer, UK Buyer, any Affiliate of Buyer or UK Buyer or the Business following the ClosingNew York Stock Exchange. (cd) Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described on Schedule 4.3 attached heretoin Section 3.05 and Section 5.02 of the Disclosure Schedules.