Common use of Antitrust Approvals Clause in Contracts

Antitrust Approvals. Nestlé and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, (i) each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayed.

Antitrust Approvals. Nestlé (a) Upon the terms and Xxxxxxxxx will use reasonable endeavors subject to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particularconditions set forth herein, (i) each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the transactions contemplated by this Agreement (each, a “Filing”), including, without limitation, any Filings required under any Antitrust Laws of any applicable jurisdiction (including, without limitation, the Antitrust Approvals). Each Party shall use commercially reasonable efforts to (x) promptly furnish on a counsel-to-counsel basis only all documents or information required for such filings and any additional information as may be required to respond to any requests for information requested by any competition authoritiesAntitrust Authority or other Governmental Entity in connection with the foregoing Filings, provided (y) cause all documents that neither Party shall be required it is responsible for filing with any Governmental Entity under this Section 8.1(a) to provide comply in all material respects with all applicable Laws, and (z) as promptly as practicable supply the other Party with any confidential information or business secretswhich may be required in order to effectuate any Filings pursuant to this Section 8.1(a). (b) The Issuer and the Investor agree to reasonably cooperate with each other (and to cause their respective Subsidiaries to cooperate) as to the appropriate time and content of each Filing. To Each Party shall, to the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will permitted by applicable Law: (i) without undue delay provide promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any communications from or with an Antitrust Authority; (ii) not participate in any meeting with an Antitrust Authority unless it consults with the other Party in advance and, to the extent permitted by the Antitrust Authority and applicable Law, give such other Party a reasonable opportunity to attend and participate thereat; (iii) furnish the other Party with copies of any correspondence all correspondence, filings and communications between such Party and the Antitrust Authority; (iv) furnish the other Party with such necessary information and reasonable assistance as may be reasonably necessary in connection with the competition authorities preparation of necessary Filings or submission of information to the Antitrust Authority; and (v) not withdraw its Filing, if any, under any Antitrust Laws without the prior written consent of copies the other Party. (c) Each Party shall use commercially reasonable efforts to cause the waiting periods under the applicable Antitrust Laws to terminate or expire at the earliest possible date after the date of filing. The communications contemplated by this Section 8.1 may be made by the Parties on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards. (d) Notwithstanding anything in this Agreement to the contrary, nothing shall require the Investor or any written statementof its Affiliates to (i) dispose of, order license or decision hold separate any of such authoritiesits or its Subsidiaries’ or Affiliates’ assets or the Issuer’s or its Subsidiaries’ assets, (ii) consult and agree limit its freedom of action with respect to any of its or its Subsidiaries’ businesses, the Issuer’s or its Subsidiaries’ businesses or make any other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being madebehavioral commitments, (iii) promptly provide each other with copies divest any of its Subsidiaries, its Affiliates or any communication received of the Issuer’s Subsidiaries, or sent in connection with any proceeding and (iv) give commit or agree to any of the foregoing. Without the prior written consent of the Investor in its sole discretion, neither the Issuer nor any of its Subsidiaries shall commit or agree to (x) dispose of, license or hold separate any of its assets or (y) limit its freedom of action with respect to any of its businesses or commit or agree to any of the foregoing, in each other and their respective advisors the opportunity to participate in all meetingscase, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns secure any necessary consent or approvals for the transactions contemplated hereby under the previous sentence. Neither Shareholder may withdraw filings with Antitrust Laws; provided, that the competition authorities Issuer shall commit or agree with such authorities on (subject only to the extension of any examination period without the express prior consent consummation of the Investment) to take any of the foregoing actions set forth in clauses (x) and/or (y) upon the written request of the Investor. Notwithstanding anything to the contrary herein, neither the Investor, nor any of its Affiliates, nor the Issuer or any of its Subsidiaries, shall be required as a result of this Agreement to initiate any legal Action against, or defend any Action brought by, any Governmental Entity in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other ShareholderOrder in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the transactions contemplated hereby, or which shall not be unreasonably withheld may require any undertaking or delayedcondition set forth in the preceding sentence.

Antitrust Approvals. Nestlé (a) Parent, Purchaser and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, Company shall: (i) each of Nestlé as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof, take all actions necessary to file or cause to be filed any notification and Xxxxxxxxx will, unless otherwise agreed between report required to be filed under the Parties, retain separate counsel to represent each Shareholder HSR Act in making joint filings to connection with this Agreement and the relevant competition authorities with respect to the Antitrust Approvals and transactions contemplated hereby; (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required use their reasonable best efforts to respond as promptly as reasonably practicable to any inquiries received from any Governmental Authority for such filings and any additional information or documentation, to respond as may be required promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with any applicable Antitrust Laws, and will use their respective reasonable best efforts to respond to any requests for information issues which may be raised by any competition authoritiesGovernmental Authority having jurisdiction over any applicable Antitrust Laws; (iii) subject to Applicable Law, provided consult and cooperate with the Company, and coordinate with the other party with respect to its filings and will cooperate to prevent inconsistencies between their respective filings and any other submissions, communications or correspondence with any Governmental Authority, and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under any Antitrust Laws; and (iv) to the extent that neither Party it does not constitute a Material Adverse Effect on the Company (for purposes of this Section 6.13(a) only, clause (4) of the definition of “Material Adverse Effect” shall be inapplicable), agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers that may be required by any Governmental Authority, so as to provide enable the Parent, Purchaser and the Company to close the transactions contemplated by this Agreement as soon as practicable (and in any event no later than the Termination Date, including (A) executing settlements, undertakings, consent decrees, stipulations, or other Party agreements with any confidential information Governmental Authority (or business secrets. To with any private party, but only in this later case, in order to vacate, lift, reverse, overturn, settle, or otherwise resolve any decree, judgment, injunction, or other order that prevents, prohibits, restricts, or delays the extent legally permissible consummation of the transactions contemplated by this Agreement that may be issued by any court or other Governmental Authority in favor of that third party), (B) selling, divesting, holding separate, licensing, or otherwise conveying particular assets or categories of assets or businesses of Parent, Purchaser and subject the Company or their respective Affiliates, and (C) agreeing to any conduct provisions or agreeing to sell, divest, hold separate, license, or otherwise convey any particular assets or categories of assets or businesses of Parent, Purchaser and the Company or their respective Affiliates contemporaneously with or subsequent to the protection Closing. None of confidentiality Parent, Purchaser or any of their Affiliates shall be required, in accordance connection with the previous sentencematters covered by this Section 6.13, each Party will to (i) without undue delay provide waive any of the other Party with copies of any correspondence with the competition authorities and of copies of any written statementconditions to this Agreement set forth in Article VII, order or decision of such authorities, (ii) consult and to agree with to any restrictions on the other Party regarding conduct of their existing or future business activities (including the initiation and contents Business) or to divest or agree to divest or surrender control of any communication with the competent authority prior of their current or future assets or businesses in order to such communication being made, (iii) promptly provide each other with copies obtain any consents or approvals of any communication received Governmental Authority or sent to otherwise remove any impediments to the consummation of the transactions contemplated by this Agreement if so doing would result in a Material Adverse Effect on the Company. (b) Parent and Purchaser shall consider in good faith the views of the Company, in connection with any proceeding 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 any Antitrust Laws. The Company shall, subject to Applicable Law, consult and cooperate with Parent as may be reasonably requested by Parent, and consider in good faith the views of Parent, 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 any Antitrust Laws. (ivc) give each Each of Parent, Purchaser and the Company, subject to any restrictions under Applicable Law, will promptly notify the other parties hereto of any communication made to or received by it from any applicable Governmental Authority regarding any of the transactions contemplated hereby, and, if practicable, permit the other parties hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate the other parties’ reasonable comments, not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend, and furnish the other parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective advisors Representatives on one hand and any such Governmental Authority or its respective staff on the opportunity other hand, with respect to participate in this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary, the parties agree that, except as otherwise provided by Applicable Law, any and all meetingsproceedings, conferences hearings and telephone calls other dealings with any competition authorities, Governmental Authorities relating to antitrust matters shall be led by Parent and its Representatives; provided, however, that materials Parent may make all final strategic decisions after consulting in good faith with the Company. (d) Parent shall be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns responsible for the payment of all filing fees under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedAntitrust Law.

Antitrust Approvals. Nestlé Without limiting the generality of Section 5.1: (a) Subject to the terms and Xxxxxxxxx conditions of this Agreement, each Party will use reasonable endeavors its Commercially Reasonable Efforts to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, (i) each of Nestlé file (x) a Notification and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings Report Form pursuant to the relevant competition authorities HSR Act with respect to the transactions contemplated hereby within 10 Business Days after the date hereof and (y) any other filing or notification required pursuant to any other Antitrust Approvals and Law with respect to the transactions contemplated hereby within 15 Business Days after the date hereof; (ii) supply as promptly as practicable any additional information and documentary material that may be requested or required pursuant to any Antitrust Law, including the HSR Act; and (iii) cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law as soon as practicable. (b) In connection with the efforts referenced in Section 5.1 and this Section 5.2 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, each of the Parties shall furnish will use Commercially Reasonable Efforts to (i) cooperate with each other in connection with any filing or submission (including, but not limited to, providing reasonable time for the other Party to review and comment on a counsel-to-counsel basis only all information required for such filings and submissions) and in connection with any additional information as may be required to respond to investigation or other inquiry, including any requests for information proceeding initiated by a private party; (ii) keep the other Parties informed in all material respects of any competition authoritiesmaterial communication received by such Party from, provided that neither or given by such Party shall be required to provide to, any Governmental Authority and of any material communication received or given in ATI-2587197v29 51 connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby, and (iii) permit the other Party to review any material communication given to it by, and consult with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality each other in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies advance of any correspondence with the competition authorities and of copies of meeting or conference with, any written statementGovernmental Authority, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent including in connection with any proceeding by a private party. The foregoing obligations in this Section 5.2(b) will be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege. (ivc) give Without limiting the generality of Section 5.2(b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law, or if any suit is instituted by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law, or if a filing pursuant to Section 5.2(a) is reasonably likely to be rejected or conditioned by a Governmental Authority, each of the Parties will use Commercially Reasonable Efforts to resolve such objections or challenges as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement as soon as practicable and in any event on or prior to the Outside Date. Without limiting the generality of the foregoing, Buyer will promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Authority with jurisdiction over the enforcement of any applicable law, including any Antitrust Law, regarding the legality of Buyer’s acquisition of any portion of the Acquired Equity, Acquired Assets or the Assumed Liabilities: (i) using its best efforts to prevent the entry in a judicial or administrative proceeding brought under any law, including any Antitrust Law, by any Governmental Authority or any other and their respective advisors Person of any permanent, temporary or preliminary injunction or other order that would make consummation of the opportunity to participate acquisition of the Business or any portion thereof, the Acquired Equity, the Acquired Assets or the Assumed Liabilities in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings accordance with the competition authorities terms of this Agreement unlawful or that would prevent or delay such consummation; and (ii) taking promptly and pursuing diligently, in the event that an injunction or order has been issued as referred to in this Section 5.2, any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by this Section 5.2, necessary to vacate, modify or suspend such injunction or order so as to permit such consummation as promptly as possible. (d) Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to propose or agree with such authorities on to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or to accept any operational restriction that would materially limit its rights to own or operate its businesses or assets, including, after Closing, the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedBusiness.

Antitrust Approvals. Nestlé From the date hereof through the Closing Date, Buyer shall use its reasonable best efforts to obtain all consents required from any Relevant Competition Authority in order to consummate the transactions contemplated by this Agreement, including the payment when due of all filing fees associated with any notifications, reports or other filings required by any Relevant Competition Authority. Buyer, and Xxxxxxxxx will use reasonable endeavors to prepare such documents as the extent that Sellers are necessary required to ensure make any filing with any Relevant Competition Authority, Sellers shall: (i) notify the satisfaction of the Antitrust Approvals other Party as soon as reasonably practicable. In particularpracticable (and provide copies or, (i) each in the case of Nestlé and Xxxxxxxxx willnon-written material communications, unless otherwise agreed between reasonable summaries, except where the Partiesnotifying Party deems the information contained therein to be confidential, retain separate counsel to represent each Shareholder in making joint filings which case it will be provided to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish notified Party’s legal advisers on a counsel-to-counsel basis only all information required for basis) of any communications with any such filings and any additional information as may be required to respond Relevant Competition Authority relating to any requests for information by any competition authoritiessuch consent, provided that neither Party shall be required to approval or action; (ii) provide the other Party (or where the notifying Party deems the information contained therein to be confidential, the notified Party’s legal advisers on a counsel- only basis) with a final draft of all submissions, notifications, filings and other communications to any confidential information Governmental Entity at such time as will allow the notified Party (or business secrets. To its advisers) a reasonable opportunity to provide comments and for the extent legally permissible and subject notifying Party to take account of any reasonable comments of the protection of confidentiality in accordance with the previous sentence, each notified Party will (ior its advisers) without undue delay provide on such drafts prior to their submission; (iii) give the other Party reasonable notice of and the opportunity for the other Party or any of its advisers to attend all material meetings and telephone calls where appropriate (having regard to commercial sensitivities) with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, Relevant Competition Authority; and (iiiv) consult and agree periodically review with the other Party regarding the initiation and contents progress of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received notifications or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with a view to obtaining clearance from any Relevant Competition Authority at the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedearliest reasonable opportunity.

Antitrust Approvals. Nestlé (a) As promptly as practicable after execution and Xxxxxxxxx will delivery of this Agreement (and, for any required filings under the HSR Act, no later than ten (10) Business Days after the Execution Date), each of Buyer and Sellers shall use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particularbest efforts, and shall cooperate with each other, (i) each to make an appropriate filing of Nestlé the Notification and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings Report Forms relating to the relevant competition authorities with respect to Contemplated Transactions as required by the Antitrust Approvals HSR Act, and (ii) to file the other required filings or notices under other Antitrust Laws (collectively, the “Antitrust Approvals”). Each of Buyer and each Seller shall (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority pursuant to the HSR Act or other Antitrust Laws, and (B) use its reasonable best efforts to effectuate the Antitrust Approvals at the earliest possible date. (b) Further, and without limiting the generality of the rest of this Section 5.5(b), each of the Parties shall furnish on a counsel-to-counsel basis only cooperate in all information required for such filings respects with each other to prepare any filing or submission made with any Governmental Authority regarding any Antitrust Approval in connection with the Contemplated Transactions and regarding any additional information as may be required to respond to any requests for information investigation or other inquiry by any competition authoritiesGovernmental Authority in connection with Antitrust Laws and the Contemplated Transactions, provided that neither Party which shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will include (i) without undue delay provide furnishing to the other Party with copies of any correspondence such necessary information and reasonable assistance as the other Parties may reasonably request in connection with the competition authorities and of copies of any written statement, order or decision of such authoritiesforegoing, (ii) consult and agree with informing the other Party Parties of any substantive communication with any Governmental Authority regarding the initiation Contemplated Transactions, and, if in writing, furnish them with copies of such communications, and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each providing counsel for the other Parties with copies of all filings made by such Party, all substantive correspondence between such Party (and its Affiliates or advisors) with any communication Governmental Authority and other information supplied by such Party and such Party’s Affiliates or advisors to a Governmental Authority or received or sent from such a Governmental Authority in connection with any proceeding Antitrust Laws and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, Contemplated Transactions; provided, however, that materials related to the Antitrust Approvals may be edited restricted to remove information if outside counsel and redacted as necessary in order to (i) comply with Applicable Laws contractual arrangements, (ii) remove references concerning the valuation of the Purchased Assets or other bidders for the Purchased Assets, and confidentiality (iii) preserve legal privilege. Each Party hereto shall, subject to applicable Law, permit counsel for the other Parties to review in advance, and business secrets concerns under consider in good faith the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent views of the other ShareholderParties in connection with, which shall any proposed communication to any Governmental Authority regarding an Antitrust Approval in connection with the Contemplated Transactions. The Parties agree not to participate, or to permit their Affiliates or advisors to participate, in any substantive meeting or discussion, either in person or by telephone or video conference, with any Governmental Authority regarding an Antitrust Approval in connection with the Contemplated Transactions unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate. If an appropriate filing of the Notification and Report Forms relating to the Contemplated Transactions is required by the HSR Act and such filing has been made, and if reasonably requested by any Governmental Authority or Sellers at least two (2) Business Days prior to the scheduled end of the waiting period under the HSR Act, Buyer will withdraw and refile under the HSR Act pursuant to HSR rule 803.12(a) and (c). None of the Parties, without the other Party’s prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed.), shall (i) enter into any timing, settlement or similar agreement, or otherwise agree or commit to any arrangement, that would have the effect of extending, suspending, lengthening or otherwise tolling the expiration or termination of the waiting period applicable to the Contemplated Transactions under the HSR Act or any Antitrust Laws, or

Antitrust Approvals. Nestlé (a) From the date hereof through the Closing Date, the Buyer Parties shall use their commercially reasonable efforts to obtain all Consents required from any Relevant Competition Authority in order to consummate the transactions contemplated by this Agreement. Seller agrees to cooperate in any such efforts. Buyer and Xxxxxxxxx will use reasonable endeavors Seller shall split equally all filing fees associated with any notifications, reports or other filings required by any Relevant Competition Authority. (b) With respect to prepare such documents any filing with any Relevant Competition Authority, the Buyer Parties, as are necessary to ensure a Party on the satisfaction of one hand, and Seller as a Party on the Antitrust Approvals other hand, shall: (i) notify the other Party as soon as reasonably practicable. In particularpracticable (and provide copies or, (i) each in the case of Nestlé and Xxxxxxxxx willnon-written material communications, unless otherwise agreed between reasonable summaries, except where the Partiesnotifying Party deems the information contained therein to be confidential, retain separate counsel to represent each Shareholder in making joint filings which case it will be provided to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish notified Party’s legal advisers on a counsel-to-counsel basis only all information required for basis) of any communications with any such filings and any additional information as may be required to respond Relevant Competition Authority relating to any such Consent or action; (ii) in response to any agency requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party (or where the notifying Party deems the information contained therein to be confidential, the notified Party’s legal advisers on a counsel- only basis) with a final draft of all submissions, notifications, filings and other communications to any confidential information Governmental Authority at such time as will allow the notified Party (or business secrets. To its advisers) a reasonable opportunity to provide comments and for the extent legally permissible and subject notifying Party to take account of any reasonable comments of the protection of confidentiality in accordance with the previous sentence, each notified Party will (ior its advisers) without undue delay provide on such drafts prior to their submission; (iii) give the other Party with copies reasonable notice of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences material meetings and telephone calls with any competition authoritiesRelevant Competition Authority; and (iv) periodically review with the other Party the progress of any notifications or filings with a view to obtaining clearance from any Relevant Competition Authority at the earliest reasonable opportunity. (c) Notwithstanding anything to the contrary in this Agreement, providedSeller shall not, howeverwith respect to the Business, without Buyer’s and ITI’s prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any Affiliate of Seller to commit to any divestitures, licenses, hold separate arrangements or similar matters). (d) Nothing in this Agreement shall require Buyer, ITI or Seller to accept, as a condition to obtaining any Governmental Approval from a Relevant Competition Authority or resolving any objection of a Relevant Competition Authority, that materials may be edited Buyer, ITI or Seller, or any of their Affiliates, make or enter into or commit to remove information if necessary in order to comply with Applicable Laws and confidentiality and enter into any divestiture, license, hold separate arrangement or similar matter, including any covenant affecting business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedoperating practices.

Antitrust Approvals. Nestlé The Investors agree to make, or to cause to be made, the filing for the Antitrust Approvals as well as any other filing that may be required under any antitrust Law or by any antitrust Governmental Authority, including any other requirements of the antitrust legislation of any relevant jurisdiction, if applicable, within ninety (90) days from the date hereof (unless otherwise required) and Xxxxxxxxx will to supply promptly any additional information and documentary material that may be requested pursuant thereto. 4.6.1 The Investors shall use reasonable endeavors their best efforts to prepare such documents as are cause the necessary approvals or ancillary antitrust requirements necessary to ensure implement the satisfaction Spin-Off, the Drop-Down 1st Installment, the Namisa 40% Contribution and the Closing Sale of Shares (such as waiting periods) to terminate or expire or be obtained at least sixty (60) days prior to the Drop Dead Date. 4.6.2 In case any of the Antitrust Authorities approve the transaction conditioned upon the agreement by any or all the Investors to comply with certain reasonable conditions and restrictions, the Parties will negotiate in good faith to try to reach a reasonable solution. Notwithstanding the foregoing, nothing in this Section 4.6.2 or otherwise in this Agreement shall require the Investors to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses, or otherwise take any action that limits the freedom of action with respect to, or their ability to retain any of the businesses, product lines or assets of any of the Investors or their Affiliates (including CSN Iron Ore Division, Congonhas Minérios and Namisa). 4.6.3 Each Party will provide, and cause their Affiliates to provide, all information necessary for preparing the notification requested by each applicable antitrust law in connection with the transaction contemplated hereby, and to promptly respond to additional requests, if any, made by any of the Governmental Authorities. To the extent not prohibited by applicable Law, each of the Investors shall also furnish to each other all information required for any application, notification or other filing to be made in connection to the Antitrust Approvals. Each Party expressly agrees not to make any contact with nor send any communication to the antitrust Governmental Authorities without the participation or the prior written agreement of the other Parties. The Parties agree that both JKTC Parties and CSN shall be represented at all meetings in-person and in all substantive conversations with any Governmental Authority regarding the matters set forth in this Section 4.6, except if, and to the extent that, any Governmental Authority objects to any party’s being represented at any such meeting or in any such conversation. The Parties hereto will consult and cooperate with 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 hereto in connection with the Antitrust Approvals. 4.6.4 All costs and expenses individually incurred by a given Party in connection with its own efforts to collaborate with the obtainment of the Antitrust Approvals, including attorney fees to the individual counsels of each of the Parties, shall be paid by the Party incurring such expenses. Other indivisible costs related to the obtainment of the Antitrust Approvals such as soon Governmental Authority΄s fees, expert fees, and all other like costs that the Investors as reasonably practicablea whole may deem to be necessary for the purpose of explaining the transaction to a relevant Governmental shall be borne in equal parts by CSN on one side and the JKTC Parties on the other side, except if otherwise provided in this Agreement. 4.6.5 Each Party shall be solely responsible before the Governmental Authorities for its own actions and for the quality, integrity and veracity of the information and documentary material submitted by such party to such Governmental Authorities, in the context of the antitrust filings referred to in this Section. In particularAny penalties, fines, injunctions, administrative sanctions, costs and expenses (iincluding reasonable attorneys’ fees) each which relate to, or arise out of, a breach or violation of Nestlé and Xxxxxxxxx will, unless otherwise agreed between provisions of the Parties, retain separate counsel antitrust Law or orders of antitrust Governmental Authority to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for be borne by the Party who breached or violated the relevant legal provision or order and such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide indemnify and hold the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will Parties (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetingsAffiliates) harmless from and against any such penalties, conferences fines, injunctions, administrative sanctions, costs and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedexpenses.

Antitrust Approvals. Nestlé The Investors agree to make, or to cause to be made, the filing for the Antitrust Approvals as well as any other filing that may be required under any antitrust Law or by any antitrust Governmental Authority, including any other requirements of the antitrust legislation of any relevant jurisdiction, if applicable, within ninety (90) days from the date hereof (unless otherwise required) and Xxxxxxxxx will to supply promptly any additional information and documentary material that may be requested pursuant thereto. 4.6.1 The Investors shall use reasonable endeavors their best efforts to prepare such documents as are cause the necessary approvals or ancillary antitrust requirements necessary to ensure implement the satisfaction Spin-Off, the Merger and the Merger Sale of Shares (such as waiting periods) to terminate or expire or be obtained at least sixty (60) days prior to the Drop Dead Date. 4.6.2 In case any of the Antitrust Authorities approve the transaction conditioned upon the agreement by any or all the Investors to comply with certain reasonable conditions and restrictions, the Parties will negotiate in good faith to try to reach a reasonable solution. Notwithstanding the foregoing, nothing in this Section 4.6.2 or otherwise in this Agreement shall require the Investors to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses, or otherwise take any action that limits the freedom of action with respect to, or their ability to retain any of the businesses, product lines or assets of any of the Investors or their Affiliates (including CSN Iron Ore Division, Congonhas Minérios and Namisa). 4.6.3 Each Party will provide, and cause their Affiliates to provide, all information necessary for preparing the notification requested by each applicable antitrust law in connection with the transaction contemplated hereby, and to promptly respond to additional requests, if any, made by any of the Governmental Authorities. To the extent not prohibited by applicable Law, each of the Investors shall also furnish to each other all information required for any application, notification or other filing to be made in connection to the Antitrust Approvals. Each Party expressly agrees not to make any contact with nor send any communication to the antitrust Governmental Authorities without the participation or the prior written agreement of the other Parties. The Parties agree that both JKTC Parties and CSN shall be represented at all meetings in-person and in all substantive conversations with any Governmental Authority regarding the matters set forth in this Section 4.6, except if, and to the extent that, any Governmental Authority objects to any party’s being represented at any such meeting or in any such conversation. The Parties hereto will consult and cooperate with 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 hereto in connection with the Antitrust Approvals. 4.6.4 All costs and expenses individually incurred by a given Party in connection with its own efforts to collaborate with the obtainment of the Antitrust Approvals, including attorney fees to the individual counsels of each of the Parties, shall be paid by the Party incurring such expenses. Other indivisible costs related to the obtainment of the Antitrust Approvals such as soon Governmental Authority´s fees, expert fees, and all other like costs that the Investors as reasonably practicablea whole may deem to be necessary for the purpose of explaining the transaction to a relevant Governmental shall be borne in equal parts by CSN on one side and the JKTC Parties on the other side, except if otherwise provided in this Agreement. 4.6.5 Each Party shall be solely responsible before the Governmental Authorities for its own actions and for the quality, integrity and veracity of the information and documentary material submitted by such party to such Governmental Authorities, in the context of the antitrust filings referred to in this Section. In particularAny penalties, fines, injunctions, administrative sanctions, costs and expenses (iincluding reasonable attorneys’ fees) each which relate to, or arise out of, a breach or violation of Nestlé and Xxxxxxxxx will, unless otherwise agreed between provisions of the Parties, retain separate counsel antitrust Law or orders of antitrust Governmental Authority to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for be borne by the Party who breached or violated the relevant legal provision or order and such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide indemnify and hold the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will Parties (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetingsAffiliates) harmless from and against any such penalties, conferences fines, injunctions, administrative sanctions, costs and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedexpenses.

Antitrust Approvals. Nestlé and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particularThe Parties have, (i) each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings prior to the relevant competition authorities date of this Agreement filed, or cause to be filed by their respective “ultimate parent entities,” with the FTC and the DOJ the notifications and other information (if any) required to be filed under the HSR Act with respect to the Antitrust Approvals transactions contemplated in this Agreement and (ii) the Parties Transaction Documents. The ITI Entities and Sellers shall furnish on a counsel-to-counsel basis only all information required for promptly proceed to prepare and file with the Relevant Competition Authority such filings and any additional information requests, reports or notifications as may be required or, in the opinion of the ITI Entities or Sellers, advisable, in connection with this Agreement. With respect to respond each of the above filings, the Parties shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters including by permitting counsel for the other to review in advance, and consider in good faith the views of the other in connection with any such filings or any proposed written communication with any Relevant Competition Authority and by providing counsel for the other with copies of all filings and submissions made by such Party and all correspondence between such Party (and its advisors) with any Relevant Competition Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that (a) materials may be redacted before being so provided (i) to remove (A) references concerning the valuation of Sellers or any of the Related Entities, and (B) individual customer pricing information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns, (b) copies of documents filed by a Party pursuant to Item 4(c) of the Notification and Report Form filed with the FTC and the DOJ shall not be required to be provided to any requests for information by any competition authoritiesother Party, provided that neither and (c) no Party shall be required to provide supply the other (or its counsel) with copies (or in case of oral presentations, a summary) of any information, documents or materials to the extent that any Law requires such Party to restrict or prohibit access to any such properties or information. The ITI Entities shall be solely responsible for payment all fees and expenses (other than Sellers’ and Xxxx Members’ legal, accounting, consulting and internal costs) of filings under the HSR Act and with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, Relevant Competition Authority; provided, however, that materials may if the Closing occurs, Sellers shall reimburse the ITI Entities for ½ of the filing fee (without regard to any of the legal, accounting, consulting or preparation fees and expenses incurred by the ITI Entities) paid by the ITI Entities to the Relevant Competition Authority, which reimbursement shall be edited made as an adjustment to remove information if necessary the Purchase Price. In the event an administration action or suit is threatened or instituted challenging the transactions contemplated by this Agreement as violative of the HSR Act, as amended, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended or any other federal, state or foreign law or regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of foreign ownership, monopolization or restraint of trade (collectively, “Antitrust Laws”), the Parties shall use their reasonable efforts to resolve such administrative action or suit. The Parties agree to cooperate in order good faith and jointly determine the strategy and coordinate all activities with respect to comply seeking any actions, consents, approvals or waivers of any Governmental Authority as contemplated by this Section 6.4. Notwithstanding the foregoing, no Party shall be required take any action with Applicable respect to satisfying any Antitrust Laws which would bind such Party irrespective of whether the Closing occurs. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall require, or be construed to require, a Party to take or to refrain from taking any action, to agree to any disposition or restriction with respect to any assets or operations of such Party or any of its Affiliates, or to cause any of its Affiliates to do or agree to do any of the foregoing. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall limit a Party’s right to terminate the Agreement pursuant to Section 10.1(c) or Section 10.1(d) so long as such Party has until such date complied in all material respects with its obligations under this Section 6.4. Each of the ITI Entities and confidentiality and business secrets concerns Sellers agree to request early expiration or termination of the waiting or notice periods under the previous sentence. Neither Shareholder may withdraw filings HSR Act or other Antitrust Laws with the competition authorities or agree with respect to such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedtransactions contemplated hereby.