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

Third Party Consents and Governmental Approvals. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement: (a) The Company shall use commercially reasonable efforts to obtain, as promptly as practicable, all third party consents which are listed on Schedule 2.5 and marked with an asterisk. (b) The Buyer and the Company shall (i) cooperate fully and use their best efforts to obtain all governmental and regulatory approvals necessary to consummate the transactions contemplated by this Agreement as promptly as practicable; (ii) on or prior to November 21, 2012, make all required filings under the HSR Act and each other antitrust Legal Requirement applicable to the transactions contemplated by this Agreement that requires a filing prior to the Closing; (iii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any such filing; (iv) inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, any Governmental Authority relating to this Agreement or the transactions contemplated hereby; (v) to the maximum extent permitted by any Legal Requirement, furnish the other party with copies of all substantive or otherwise material correspondence, filings, and written communications between such party and its Affiliates or their respective representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby; (vi) not participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to this Agreement or the transactions contemplated hereby unless it consults with the other in advance, and to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate thereat; and (vii) use their commercially reasonable efforts to resolve any concerns raised by any Governmental Authority and to take promptly any and all actions necessary or advisable to avoid each and every impediment under any antitrust Legal Requirement to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable. The Buyer will be responsible for payment of all filing and other fees associated with obtaining such approvals. (c) The Company shall obtain all consents required, if any, to the Real Property Lease(s) at Closing (the “Lease Consent(s)”) and estoppel certificates from the landlord under each Real Property Lease (the “Estoppel Certificate(s)”), which Lease Consent(s) and Estoppel Certificate(s) may be set forth in a combined certificate in the form attached hereto as Exhibit 5.4(c) or in separate instruments in forms reasonably acceptable to Buyer that together contain all the substantive provisions set forth in Exhibit 5.4(c). In addition, to the extent requested by Buyer, the Company shall use commercially reasonable efforts to obtain Subordination and Non-Disturbance Agreements from third party landlords (and master landlords, where a Seller is a sublessee) and their lenders with respect to all Real Property Leases in form reasonably satisfactory to Buyer in instances where a third party holds a superior mortgage on the property that is the subject of the Real Property Lease (the “SNDA(s)”). The Company shall be responsible for any payments required by the Real Property Lease(s) or the landlords, master landlords or their lenders in connection with obtaining any Lease Consent(s), Estoppel Certificate(s) or SNDA(s).

Third Party Consents and Governmental Approvals. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement: (a) The Company Buyer and the Seller shall cooperate and use commercially reasonable efforts to obtain, as promptly as practicable, obtain all third third-party consents which are listed on Schedule 2.5 5.4, as promptly as practicable; provided that the costs and marked expenses associated therewith shall be borne by the Buyer and the Seller pursuant to the agreed cost sharing arrangements set out in the Services Agreements (and for such purposes the term “Upfront Transition Costs” as defined in the Services Agreements shall be construed as including not only any upfront costs required to enable the delivery of the Services (as defined in the Services Agreements) but also such other costs as may be incurred to obtain any other third party consent listed on Schedule 5.4); provided, further that the Seller shall not be required to obtain specific third-party consents in connection with an asteriskthe performance of its duties and obligations under the Services Agreements and rather it shall be entitled to seek such consents or to enter into such third party arrangements as it deems necessary in order for it to satisfy its obligations under the Services Agreements. (b) The Each party shall cooperate and use commercially reasonable efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the Transactions and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Buyer and the Company shall (i) cooperate fully and use their best efforts to obtain all governmental and regulatory approvals necessary to consummate Seller shall, within ten Business Days following the transactions contemplated by date of execution of this Agreement as promptly as practicable; (ii) on or prior to November 21, 2012Agreement, make or cause to be made any and all required filings under the HSR Act (and each will request early termination of the waiting period required under the HSR Act). The parties agree to cooperate and respond as promptly as practicable to inquiries or requests for information received from the Federal Trade Commission, Department of Justice or any other antitrust Legal Requirement applicable to the transactions contemplated by this Agreement that requires a filing prior to the Closing; (iii) furnish to the other such information and assistance as the other may reasonably request Governmental Authority in connection with its preparation any such filings. Each of the Buyer and the Seller shall (A) give the other party prompt notice of the commencement of any antitrust legal proceeding by or before any Governmental Authority with respect to the Transactions, (B) keep the other party informed as to the status of any such filing; legal proceeding and (ivC) promptly inform the other promptly party of any substantive communication made by to or on behalf of such party from any Governmental Authority regarding the Transactions and, subject to (including permitting applicable Law, permit the other party to review in advance any proposed substantive written communication to any of the foregoing. The Buyer and the Seller will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any antitrust legal proceeding relating to the Transactions; provided, that the final determination as to the appropriate course of action shall be made by the Buyer so long such communication action does not impose any additional Liability on the part of the Seller or its Affiliates. In addition, except as may be prohibited by any Governmental Authority or by any Law and except as may be reasonably required by a party to protect such party’s confidential information, in advance)connection with any antitrust legal proceeding relating to the Transactions, each of the Buyer and the Seller will permit authorized representatives of the other party to be present at each meeting or received from, any conference with a Governmental Authority relating to this Agreement any such legal proceeding and to have access to and be consulted in advance in connection with any document, opinion or the transactions contemplated hereby; (v) proposal made or submitted to the maximum extent permitted by any Legal Requirement, furnish the other party with copies of all substantive or otherwise material correspondence, filings, and written communications between such party and its Affiliates or their respective representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby; (vi) not participate in any meeting with any Governmental Authority in respect of connection with any filings, investigation or other inquiry relating to this Agreement or such legal proceeding. The Buyer and the transactions contemplated hereby unless it consults with the other in advance, and to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate thereat; and (vii) Seller will use their commercially reasonable efforts to resolve any concerns raised by any Governmental Authority and to take promptly remove any and all actions necessary impediments or advisable delays with Governmental Authorities, legal or otherwise, to avoid each and every impediment under the consummation of the Transactions; provided, that neither party shall be required to make any antitrust Legal Requirement to enable the parties to close the transactions contemplated by this Agreement as promptly as practicabledivestiture of any assets, business lines or companies. The Buyer will be responsible for the payment of all filing and other fees associated with obtaining such approvalsthe filings contemplated by this Section 5.4(b). (c) The Company shall obtain all consents required, if any, Until such date that the waiting period under the HSR Act applicable to the Real Property Lease(s) at Closing (the “Lease Consent(s)”) and estoppel certificates from the landlord under each Real Property Lease (the “Estoppel Certificate(s)”), which Lease Consent(s) and Estoppel Certificate(s) may be set forth in a combined certificate in the form attached hereto as Exhibit 5.4(c) Transactions shall have expired or in separate instruments in forms reasonably acceptable to Buyer that together contain all the substantive provisions set forth in Exhibit 5.4(c). In addition, to the extent requested by Buyerbeen terminated, the Company shall use commercially reasonable efforts Buyer or the Seller will not, and will not permit any of its Affiliates to, take any action or consummate any transaction if the intent or reasonably anticipated consequence of such action or transaction would be to obtain Subordination and Non-Disturbance Agreements prohibit, delay or impair the parties from third party landlords (and master landlords, where a Seller is a sublessee) and their lenders with respect to all Real Property Leases in form reasonably satisfactory to Buyer in instances where a third party holds a superior mortgage on the property that is the subject of the Real Property Lease (the “SNDA(s)”). The Company shall be responsible for obtaining any payments approval or consent required by the Real Property Lease(s) or the landlords, master landlords or their lenders in connection with obtaining any Lease Consent(s), Estoppel Certificate(s) or SNDA(s)this Agreement.