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 commercially reasonable 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 party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. (b) Sellers shall use commercially reasonable efforts to give all notices to, and seek all consents from, all third parties that are described in Schedule 6.11(b) (the “Consents”); provided, however, that Sellers shall not be obligated to pay any consideration to any third party from whom such Consent is requested. With respect to Consents required to transfer Contracts or Permits hereunder, the condition set forth in Section 7.2(c)(viii) shall not be deemed satisfied to the extent that such Consent contains any material modification of or other material changes to the terms and conditions of such Contracts or Permits.

Governmental Approvals and Other Third-Party Consents. (a) Each party hereto Seller and Buyer shall, as promptly as possiblepossible (both before and after the Closing), use its commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders orders, and approvals from all Governmental Authorities that may be or become necessary or convenient for its the execution and delivery of this Agreement and Agreement, the performance of its the obligations pursuant to under this Agreement, and the operation of the Business following the Closing. Each party The parties shall cooperate fully with the each other party and its their Affiliates in promptly seeking to obtain all such consents, authorizations, orders orders, and approvals, and to provide any necessary notifications to third parties, including Governmental Authorities. 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 Seller and Buyer shall use commercially reasonable efforts to give all notices to, and seek obtain all consents consents, approvals, or waivers from, all third parties that are described in Schedule 6.11(b) (Section 3.5 and Section 4.2 of the “Consents”); provided, however, that Sellers shall not be obligated to pay any consideration to any third party from whom such Consent is requested. With respect to Consents required to transfer Contracts or Permits hereunder, the condition set forth in Section 7.2(c)(viii) shall not be deemed satisfied to the extent that such Consent contains any material modification of or other material changes to the terms and conditions of such Contracts or PermitsDisclosure Schedules.