Common use of Antitrust and Other Closing Matters Clause in Contracts

Antitrust and Other Closing Matters. (a) Each of Allscripts Healthcare and Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable Antitrust Law with respect to the transactions contemplated by this Agreement in the most expeditious manner practicable, but in any event within five (5) Business Days after the date hereof and to respond promptly to any request for additional information and documentary material that may be issued to such Party by the relevant Governmental Authorities in connection with the HSR Act or any other applicable Antitrust Law. Each of Allscripts Healthcare and Buyer agrees to use its good faith commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act or any other applicable Antitrust Law. No Party shall take any action or step to extend, delay, or prevent the expiration or termination of any applicable waiting period under the HSR Act or other Antitrust Law without the express advance written consent of the other Parties. Notwithstanding any provision herein to the contrary, Buyer and each Seller agree to use reasonable best efforts to take, and to cause its Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act or any other applicable Antitrust Law that may be asserted by any Governmental Authority or third party including (X) using commercially reasonable efforts to respond to any request for additional information or documentary material from any United States or foreign antitrust Governmental Authority and (Y) using commercially reasonable efforts to respond to any second request from any United States or foreign antitrust Governmental Authority; provided, however, Buyer, Guarantor, Parent and Sellers shall not be required to, and in the case of the Purchased Assets, no Seller shall without prior consent of Buyer, commit to and/or effect, by consent decree, hold separate order or otherwise, the sale or disposition of any assets, securities, facilities or other properties, the licensing of any intellectual property, or any other structural or conduct relief, in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise obtain all applicable merger control clearances under the HSR Act or any other applicable Antitrust Law requirements; and provided, further, neither Buyer nor Guarantor shall have any obligation to litigate or contest any Action or Order seeking to enjoin, restraint, or prohibit the consummation of the transaction contemplated by this Agreement. Buyer shall pay the filing fees associated with all filings under the HSR Act and any other applicable Antitrust Law. Allscripts and Buyer shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Antitrust Laws. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any antitrust Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Party the reasonable opportunity to attend and participate. Allscripts Healthcare and Buyer will supply each other with (i) in advance of submission and with a reasonable opportunity for review and comment thereon, a draft of any contemplated substantive communication with an antitrust Governmental Authority relating to the transactions contemplated hereby, and (ii) copies of all substantive correspondence, filings or communications with antitrust Governmental Authorities with respect to the transactions contemplated by this Agreement; provided, however, that to extent any of the documents or information are commercially or competitively sensitive, Allscripts Healthcare or Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other Party’s outside antitrust counsel, with the understanding and agreement that such antitrust counsel shall not share such documents and information with its client. (b) No Party will enter into any transaction, or any contractual arrangement or other agreement, whether oral or written, to effect any transaction (including any merger or acquisition) that could reasonably be expected to make it materially more difficult, or to materially increase the time required, to: (i) obtain the expiration or termination of the waiting period under the HSR Act or any other applicable Antitrust Law, (ii) avoid the entry of, or effect the dissolution of, any injunction, temporary restraining order or other order or decree that would materially delay or prevent the consummation of the transactions contemplated by this Agreement or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Antitrust and Other Closing Matters. (a) Each of Allscripts Healthcare the Company and Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable Antitrust Law with respect to the transactions contemplated by this Agreement in the most expeditious manner practicable, but in any event within five (5) Business Days after the date hereof and to respond promptly to any request for additional information and documentary material that may be issued to such Party by the relevant Governmental Authorities in connection with the HSR Act or any other applicable Antitrust Law. Each of Allscripts Healthcare the Company and Buyer agrees to use its good faith commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act or any other applicable Antitrust Law. No Party shall take any action or step to extend, delay, or prevent the expiration or termination of any applicable waiting period under the HSR Act or other Antitrust Law without the express advance written consent of the other Parties. Notwithstanding any provision herein Buyer agrees to the contrary, Buyer and each Seller agree to use reasonable best efforts to takeuse, and to cause its Affiliates to takeuse, any and all steps necessary commercially reasonable efforts to avoid or eliminate as soon as possible practicable each and every impediment under the HSR Act or any other applicable Antitrust Law that may be asserted by any United States or foreign antitrust Governmental Authority, provided however, that Buyer, notwithstanding the foregoing or any other provision hereof to the contrary, shall not be required to (and shall not be required to cause its Affiliates to) (i) pursue or defend against any Action, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, in order to avoid or eliminate each and every impediment under the HSR Act or any other applicable Antitrust Law that may be asserted by any Governmental Authority or third party including with respect to the transactions contemplated by this Agreement, (Xii) using commercially reasonable efforts to respond to any request for additional information or documentary material from any United States or foreign antitrust Governmental Authority and (Y) using commercially reasonable efforts to respond to any second request from any United States or foreign antitrust Governmental Authority; providedpropose, howeveraccept, Buyer, Guarantor, Parent and Sellers shall not be required to, and in the case of the Purchased Assets, no Seller shall without prior consent of Buyernegotiate, commit to and/or effect, or effect by consent decree, hold separate order or otherwise, the sale sale, divestiture, licensing or disposition of any assets, securities, facilities assets or businesses of Buyer (or its Subsidiaries or other propertiesAffiliates, including, following the Closing, the licensing of any intellectual propertyCompany), or (iii) otherwise take or commit to take actions that limit Buyer’s or its Subsidiaries or other Affiliates, including, following the Closing, the Company’s, freedom of action with respect to, or its ability to retain, any other structural or conduct relief, in order to facilitate the expiration or termination of the HSR Act waiting period businesses, product lines or otherwise obtain all applicable merger control clearances under assets of Buyer (or its subsidiaries or other Affiliates, including, following the HSR Act or any other applicable Antitrust Law requirements; and providedClosing, further, neither Buyer nor Guarantor shall have any obligation to litigate or contest any Action or Order seeking to enjoin, restraint, or prohibit the consummation of the transaction contemplated by this Agreement. Buyer shall pay the filing fees associated with all filings under the HSR Act and any other applicable Antitrust Law. Allscripts and Buyer shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Antitrust LawsCompany). Each of the Parties Company and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other Parties Party in advance advance, if at all possible, and, to the extent not prohibited by such antitrust Governmental Authority, gives the other Party the reasonable opportunity to attend and participate. Allscripts Healthcare The Company and Buyer will supply each other with (ia) in advance of submission and with a reasonable opportunity for review and comment thereon, a draft of any contemplated substantive communication with an antitrust Governmental Authority relating to the transactions contemplated hereby, ; and (iib) copies of all substantive correspondence, filings or communications with antitrust Governmental Authorities Authorities, with respect to the transactions contemplated by this Agreement; provided, however, that to extent any of the documents or information are commercially or competitively sensitive, Allscripts Healthcare the Company or Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other Party’s outside antitrust counsel, with the understanding and agreement that such antitrust counsel shall not share such documents and information with its client. (b) No Party will enter into any transaction, or any contractual arrangement or other agreement, whether oral or written, to effect any transaction (including any merger or acquisition) that could reasonably be expected to make it materially more difficult, or to materially increase the time required, to: (i) obtain the expiration or termination of the waiting period under the HSR Act or any other applicable Antitrust Law, (ii) avoid the entry of, or effect the dissolution of, any injunction, temporary restraining order or other order or decree that would materially delay or prevent the consummation of the transactions contemplated by this Agreement or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. (c) Each of Buyer and the Company shall cooperate reasonably with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties to any Leases or Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that nothing in this Agreement shall obligate or be construed to obligate any of Buyer, Seller or the Company to make or cause to be made (and, without Buyer’s prior written consent, neither Seller nor the Company shall make) any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Lease or Contract or from any Governmental Authority other than the payment of nominal administrative, processing or similar charges, or other legally required filing fees in connection with filings with any Governmental Authority, or as otherwise specifically required by this Agreement.

Antitrust and Other Closing Matters. (a) Each of Allscripts Healthcare the Parties shall (except to the extent a different standard applies hereunder) use its reasonable best efforts to promptly take, or cause to be taken, all actions, and Buyer to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and in any event prior to the Outside Date. Without limiting the foregoing, each of the Parties agrees to, and to cause its respective Affiliates to, (i) file all appropriate notifications and filings pursuant to the HSR Act or any other applicable Antitrust Law with respect to the transactions contemplated by this Agreement in the most expeditious manner practicable, but in any event within five seven (57) Business Days after the date hereof unless outside antitrust counsel for each of Seller and Buyer agree to an extension and (ii) respond promptly to any request for additional information and documentary material that may be issued to such Party by the relevant Governmental Authorities in connection with the HSR Act or any other applicable Antitrust Law. Each of Allscripts Healthcare and Buyer agrees to use its good faith commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act or any other applicable Antitrust Law. No Party shall take any action or step to extend, delay, delay or prevent the expiration or termination of any applicable waiting period under the HSR Act or other Antitrust Law without the express advance written consent of the other Parties. Notwithstanding any provision herein to the contrary, Buyer in furtherance and not in limitation of the first sentence of this Section 4.3(a), each Seller agree Party agrees to use reasonable best efforts to take, and to cause its respective Affiliates to use reasonable best efforts to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act or any other applicable Antitrust Law that may be asserted by any Governmental Authority or third party including (X) using commercially reasonable efforts to respond to any request for additional information or documentary material from any United States or foreign antitrust Governmental Authority or any other party so as to enable the Parties to consummate the transactions contemplated by this Agreement as promptly as practicable (and (Y) using commercially reasonable efforts in any event prior to respond to any second request from any United States or foreign antitrust Governmental Authoritythe Outside Date); provided, however, Buyerthat, Guarantornotwithstanding anything in this Agreement to the contrary, Parent and Sellers neither Party shall not be required to, and in the case of the Purchased Assets, no Seller shall without prior consent of Buyer, to commit to and/or effect, by consent decree, hold separate order or otherwise, the sale or disposition of any assets, securities, facilities or other properties, the licensing of any intellectual property, or any other structural or conduct relief, in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise obtain all applicable any merger control clearances under the HSR Act or any other applicable Antitrust Law requirements; and provided, further, neither Buyer nor Guarantor shall have any obligation to litigate or contest any Action or Order seeking to enjoin, restraint, or prohibit the consummation of the transaction contemplated by this Agreement. Buyer shall pay all of the filing fees associated with all filings under the HSR Act and any other applicable Antitrust Law. Allscripts and Buyer shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Antitrust Laws. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other Parties in advance advance, if at all possible, and, to the extent not prohibited by such antitrust Governmental Authority, gives the other Party Parties the reasonable opportunity to attend and participate. Allscripts Healthcare and Buyer will supply each other The (b) Each of the Parties shall cooperate reasonably with one another (i) in advance of submission and with a reasonable opportunity for review and comment thereondetermining whether any action by or in respect of, a draft of or filing with, any contemplated substantive communication with an antitrust Governmental Authority relating is required, or any actions, consents, approvals or waivers are required to be obtained from third parties to any Material Contracts, in connection with the consummation of the transactions contemplated hereby, by this Agreement and (ii) copies of all substantive correspondencein taking such actions or making any such filings, filings furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or communications with antitrust Governmental Authorities with respect waivers as promptly as practicable and in any event prior to the transactions contemplated Outside Date; provided, that none of Buyer, Seller, the Company or any Asset Seller shall be obligated to make or cause to be made (and, without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Seller, the Company nor any Asset Seller shall make) any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Contract or from any Governmental Authority other than the payment of nominal administrative, processing or similar charges, or other legally required filing fees in connection with filings with any Governmental Authority, or as otherwise provided in this Section 4.3 or specifically required by this Agreement; provided, howeverfurther, that to extent any of the documents or information are commercially or competitively sensitive, Allscripts Healthcare or Buyer, as the case may be, may satisfy its obligations by providing such documents or information this Section 4.3 shall not apply to the other Party’s outside antitrust counselobtaining of consents from any Key Customers, with the understanding and agreement that such antitrust counsel which shall not share such documents and information with its clientbe exclusively governed by Section 4.15. (bc) No Party will enter into Notwithstanding anything to the contrary in this Agreement, Buyer and Seller (i) shall coordinate with respect to all antitrust strategy in connection with review of the transactions contemplated by this Agreement by any transactionGovernmental Authority, or any contractual arrangement litigation by, or negotiations with, any Governmental Authority or private party relating to the transactions under the HSR Act or any other agreementAntitrust Law to consummate the transactions, whether oral or writtenincluding cooperating in all respects and considering in good faith the views of the other party in connection therewith and (ii) will cooperate and assist each other in good faith in all meetings, discussions, and communications with any Governmental Authority relating to effect any transaction (including obtaining any merger or acquisition) that could reasonably be expected to make it materially more difficult, or to materially increase the time required, to: (i) obtain the expiration or termination of the waiting period control clearances under the HSR Act or any other applicable Antitrust LawLaw requirements; provided, (ii) avoid that, in the entry ofevent of any disagreement concerning antitrust strategy, or effect Buyer shall, after consulting with and considering in good faith Seller’s views and in a manner consistent with Buyer’s obligations under this Section 4.3, make the dissolution of, any injunction, temporary restraining order or other order or decree that would materially delay or prevent final determination as to the consummation appropriate course of the transactions contemplated by this Agreement or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementaction.

Antitrust and Other Closing Matters. (a) Each of Allscripts Healthcare Parent and Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable Antitrust Law with respect to the transactions contemplated by this Agreement in the most expeditious manner practicable, but in any event to submit the notification and report form required to be filed under the HSR Act within five ten (510) Business Days after the date hereof and to respond promptly to any request for additional information and documentary material that may be issued to such Party by the relevant Governmental Authorities in connection with the HSR Act or any other applicable Antitrust Law. Each of Allscripts Healthcare and Buyer agrees to use its good faith commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act or any other applicable Antitrust Law. No Party shall take any action or step to extend, delay, or prevent the expiration or termination of any applicable waiting period under the HSR Act or other Antitrust Law without the express advance written consent of the other Parties. Notwithstanding any provision herein to the contrary, Buyer and Parent each Seller agree to use commercially reasonable best efforts to take, and to cause its Affiliates to take, any and all steps reasonably necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act or any other applicable Antitrust Law that may be asserted by any Governmental Authority or third party including (X) using commercially reasonable efforts to respond to any request for additional information or documentary material from any United States or foreign antitrust Governmental Authority and (Y) or any other party so as to enable the Parties to expeditiously consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to respond to any second request from any United States or foreign antitrust Governmental Authority; provided, however, Buyer, Guarantor, Parent and Sellers shall not be required to, and in the case of the Purchased Assets, no Seller shall without prior consent of Buyer, commit to and/or effect, by consent decree, hold separate order or otherwise, the sale or disposition of any assets, securities, facilities or other properties, the licensing of any intellectual property, or any other structural or conduct relief, in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise obtain all applicable merger control clearances under the HSR Act or any other applicable Antitrust Law requirements; and provided, further, neither Buyer nor Guarantor shall have any obligation to litigate or contest any Action or Order seeking to enjoin, restraint, or prohibit the consummation of the transaction contemplated by this Agreement. Buyer and Parent shall each pay 50% of the filing fees associated with all filings under the HSR Act and any other applicable Antitrust Law. Allscripts and Buyer shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Antitrust Laws. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other Parties in advance advance, if at all possible, and, to the extent not prohibited by such antitrust Governmental Authority, gives the other Party the reasonable opportunity to attend and participate. Allscripts Healthcare Parent and Buyer will supply each other with (i) in advance of submission and with a reasonable opportunity for review and comment thereon, a draft of any contemplated substantive communication with an antitrust Governmental Authority relating to the transactions contemplated hereby, and (ii) copies of all substantive correspondence, filings or communications with antitrust Governmental Authorities with respect to the transactions contemplated by this Agreement; provided, however, that to extent any of the documents or information are commercially or competitively sensitive, Allscripts Healthcare Parent or Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other Party’s outside antitrust counsel, with the understanding and agreement that such antitrust counsel shall not share such documents and information with its client. (b) No Party will enter into any transaction, or any contractual arrangement or other agreement, whether oral or written, to effect any transaction (including any merger or acquisition) that could reasonably be expected to make it materially more difficult, or to materially increase the time required, to: (i) obtain the expiration or termination of the waiting period under the HSR Act or any other applicable Antitrust Law, (ii) avoid the entry of, or effect the dissolution of, any injunction, temporary restraining order or other order or decree that would materially delay or prevent the consummation of the transactions contemplated by this Agreement or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.