Regulatory and Third Party Approvals. (a) The Contributor, HPS and CENTRA LLC will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals, authorizations, clearances, and Orders of Governmental Authorities respectively required of such party to consummate the transactions contemplated by this Agreement, and (ii) cooperate with the other party hereto in obtaining, as promptly as practicable, all approvals, authorizations, clearances, and Orders of Governmental Authorities required of the other party to consummate the transactions contemplated by this Agreement. (b) The Contributor will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, and actions disclosed or required to be disclosed on SCHEDULE 3.4. (c) HPS will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, and actions disclosed or required to be disclosed in SCHEDULE 4.3.
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Sources: Subscription and Asset Contribution Agreement (Healthplan Services Corp)
Regulatory and Third Party Approvals. (a) The ContributorSeller, HPS each Company, and CENTRA LLC Buyer, respectively, will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals, authorizations, clearances, and Orders of Governmental Authorities respectively required of such party to consummate the transactions contemplated by this Agreement, and (ii) cooperate with the other party parties hereto in obtaining, as promptly as practicable, all approvals, authorizations, clearances, and Orders of Governmental Authorities required of the other party parties to consummate the transactions contemplated by this Agreement.
(b) The Contributor will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, Seller and actions disclosed or required to be disclosed on SCHEDULE 3.4.
(c) HPS each Company will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, and actions disclosed or required to be disclosed in SCHEDULE 4.3SECTION 3.3 of the Disclosure Letter.
(c) Buyer will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, and actions disclosed or required to be disclosed in SECTION 4.3 of the Disclosure Letter.
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