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

Governmental Approvals and Other Third-Party Consents. (a) Each 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. Each Party shall cooperate fully with the other Parties and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The 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 or approvals. (b) Sellers and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties; provided, however, that no Seller shall be obligated to pay any consideration therefor to any third party from whom consent or approval is requested unless such Seller is contractually obligated under the terms of the particular agreement to make such payment.

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 that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party party shall cooperate fully with the other Parties 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 or and approvals. (b) Sellers Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third partiesparties that are described in Section 3.05 of the Disclosure Schedules; provided, however, that no Seller shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested unless such Seller is contractually obligated under the terms of the particular agreement to make such paymentrequested.