Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. Each party shall use commercially reasonable efforts to file, as soon 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 Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, keep the other party reasonably informed as to the status of any such Action or threat, and in connection with any such Action, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Action.

Antitrust Filings. Each party In connection with and without limiting Section 6.1(a) the parties shall use commercially reasonable efforts to file, (i) file as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party hereof with any Governmental Authority with respect to the Merger FTC and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality Antitrust Division of the foregoing, United States Department of Justice (the Company “Antitrust Division”) the notification and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended report form (the “HSR ActFiling”) and any applicable Laws analogous to if required under the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger (collectivelyAct, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional promptly provide all information which reasonably may be required requested by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger this Agreement or any of the other transactions contemplated by this Agreementhereby, keep the other party reasonably informed as to the status of any such Action or threat(iii) promptly take, and in connection with any such Action, cause each of the Company or Parent will permit authorized representatives of the other party their respective Affiliates to take all action and steps reasonably necessary to obtain any antitrust clearance required to be present at each meeting obtained from the FTC, the Antitrust Division, any state attorney general, any foreign competition authority or conference relating to any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any other Governmental Authority in connection with this Agreement or any such Actionof the transactions contemplated hereby and (iv) duly make all notifications and other filings required (together with the HSR Filing, the “Antitrust Filings”) under any other applicable competition, merger control, antitrust or similar Law that the parties deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable; provided, that (x) no Purchaser shall be required to commence or defend any Proceeding or to divest, dispose of or hold separate any assets or any business to secure HSR Act clearance or consents, approvals or waivers and (ii) no Seller or Foreign Subsidiary shall agree to any divesture or disposal of any assets or enter into any agreement with the FTC or any other Governmental Authority regarding HSR Act clearance or consents or approvals under any similar foreign Law without the prior written consent of Purchasers. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act or other Laws, as applicable.

Antitrust Filings. Each party shall of the Seller (and its Affiliates, if applicable), on the one hand, and the Purchaser (and its Affiliates, if applicable), on the other hand, will (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act within twenty (20) Business Days following the Agreement Date; and (ii) if required, promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Authority that are required by other applicable Antitrust Laws in connection with the transactions contemplated by this Agreement. Each of the Seller and the Purchaser will use commercially reasonable efforts to file(A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may reasonably be required in order to make such filings; (C) promptly respond to any request for additional information relating to such filings from the FTC, as soon as practicable after the date DOJ or the Authorities of any other applicable jurisdiction in which any such filing is made; and (D) take all reasonable action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the transactions contemplated by this Agreement, all notices, reports ; and other documents (2) obtain any required consents pursuant to be filed by such party with any Governmental Authority with respect Antitrust Laws applicable to the Merger and the other transactions contemplated by this Agreement, in each case as soon as practicable, subject to the terms and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date conditions of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company Seller (and Parent will notify its Affiliates, if applicable), on the one hand, and the Purchaser (and its Affiliates), on the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may behand, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action communication from any Authority regarding the transactions contemplated by this Agreement in connection with such filings. If any party or before Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger transactions contemplated by this Agreement pursuant to the HSR Act or any of other Antitrust Laws applicable to the other transactions contemplated by this Agreement, keep then such party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Each party will provide the other party reasonably informed as in advance, with a reasonable opportunity for review and comment thereon, copies of any proposed communication with the FTC, the DOJ, or any other Authority relating to the status of review under any such Action or threat, and in connection with any such Action, each Antitrust Law of the Company transactions contemplated hereby. No party shall participate in any material communication or Parent will permit authorized representatives meeting with the FTC, the DOJ, or any other Authority relating to the review under any Antitrust Law of the transactions contemplated hereby, unless the party gives the other party reasonable advance notice of such meeting or communication and, unless prohibited by the relevant Authority, permits the other party to attend and participate therein. Nothing in this Agreement obligates the Purchaser, the Seller, or any of their respective Affiliates, as applicable, to agree to or implement (i) any divestiture, holding separate, sale, license, or other disposition of any assets, businesses, or operations of the Purchaser, its Affiliates, or the Group Companies; or (ii) any modification, restriction, limitation, or other restraint or condition upon any assets, businesses, or operations of the Purchaser, its Affiliates, or the Group Companies. Any such measures to which the Purchaser agrees that affect the assets, businesses, or operations of the Group Companies shall be present at each meeting conditioned upon the prior occurrence of the Closing. The Purchaser (and its Affiliates, if applicable) agrees that, between the date of this Agreement and the Closing, it shall not, and shall not permit any of its Affiliates to, take any action, including but not limited to entering into any Contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or conference relating otherwise) of any ownership interest or assets of any Person, that would likely prevent or materially delay obtaining any required consents pursuant to any such Action and Antitrust Laws applicable to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Actionthe transactions contemplated by this Agreement.

Antitrust Filings. (a) Each party of Parent, GT Topco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall use commercially reasonable efforts (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file, this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws as soon as practicable after the date of this Agreement but in no event later than twenty (20) Business Days following the execution and delivery of this Agreement, unless otherwise agree by the parties hereto. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all noticesaction necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, reports and to obtain any required consents under any other documents required Antitrust Laws applicable to the Merger as soon as practicable, and to avoid any impediment to the consummation of the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be filed necessary to resolve such objections (if any) as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Merger. (b) Each of Parent, GT Topco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by such party this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If Parent, GT Topco or Merger Sub (or any of their respective Affiliates, if applicable), on the one hand, or the Company, on the other hand, shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and Agreement pursuant to submit promptly the HSR Act or any additional information requested by other Antitrust Laws with respect to which any such Governmental Authorityfilings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with such other party, an appropriate response in compliance with such request. Without In connection with and without limiting the generality of the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, each of Parent, GT Topco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep such other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in paragraphs (a), (b) and (d) of Section 5.1. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law, or as appropriate to protect confidential business information. (c) Each of (i) Parent, GT Topco, Merger Sub and their respective Affiliates on the one hand, and (ii) the Company on the other hand, shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by this Section 4.7 are required to be or should be made, and Parent shallwhether any other consents, approvals, permits or authorizations not contemplated by this Section 4.7 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (and in d) Notwithstanding the foregoing or any event within three (3) business days) after the date other provision of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act nothing in this Section 4.7 or any other provision of 1976, as amended (the “HSR Act”) and this Agreement shall require any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust FilingsParent, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, keep the other party their respective Affiliates to (i) take any action that would be reasonably informed as to the status of any such Action or threat, and in connection with any such Action, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action and likely to have access a material adverse effect on Parent and its Affiliates (including the Surviving Corporation), taken as whole, (ii) agree to and be consulted in connection with hold separate or to divest any documentbusiness, opinion product or proposal made asset or submitted to (iii) commence any Governmental Authority in connection with any such Action.

Antitrust Filings. Each party shall use commercially reasonable efforts to fileSeller and Purchaser, as soon appropriate, shall as practicable after reasonably promptly as practicable, make or cause to be made all filings and submissions under Laws applicable to it or its Affiliates, as the date of this Agreementcase may be, as may be required in connection with the Transaction, including all notices, reports notifications and other documents required information to be filed by such party with any Governmental Authority with respect or supplied pursuant to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Monopoly Regulation and Fair Trade Act of Korea (and enforcement decrees and regulations issued thereunder) (the “MRFTA”) and any applicable similar competition and antitrust Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger of other Authorities (collectively, the “Competition Antitrust Laws”). The Company Any such filings and Parent supplemental information will be in substantial compliance with the requirements of applicable Law. Subject to applicable Laws relating to the sharing of information, each of Seller and Purchaser shall promptly (i) supply furnish to the other party with any such necessary information which and reasonable assistance as the other may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority request in connection with Antitrust Filings its preparation of any filing or which submission that is necessary under the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects withHSR Act, the requirements of the Competition MRFTA or Antitrust Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the Seller and Purchaser shall keep each other party apprised of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, keep the other party reasonably informed as to the status of any such Action or threatcommunications with, and inquiries or requests for additional information from, any Authority, including the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) and other similar Authorities, and shall comply with any such inquiry or request. Each of Seller and Purchaser will use its commercially reasonable efforts to obtain any clearance required under the HSR Act, MRFTA and Antitrust Laws for the Transaction. Seller and Purchaser shall bear all of their respective fees due to the FTC or DOJ under the HSR Act or to any Authority under the MRFTA or Antitrust Laws in connection with all filings and submissions and costs of preparing any information required in connection with any such Action, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action filings and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Actionsubmissions.

Antitrust Filings. Each party shall use commercially reasonable efforts to file11.5.1 Akcea and Pfizer shall, as soon promptly as practicable (but no later than [***] days after the date Execution Date), and before the expiration of this Agreementany relevant legal deadline, all notices, reports and other documents required to be filed by such party file with any Governmental Authority with respect to (a) the Merger United States Federal Trade Commission and the other Antitrust Division of the United States Department of Justice, the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated by this Agreementhereby, and to submit promptly together with all required documentary attachments thereto any additional supplemental information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger and (collectivelyb) any other Antitrust Authority, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the any other party with any information which may be required in order to effectuate noticesfilings, reports, documents or other filings with any Governmental Authority information and documentation required to be made for the transactions contemplated hereby pursuant to the Competition any other Antitrust Laws (collectively, the “Antitrust Filings”); . Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the Antitrust Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act and (ii) supply any additional Antitrust Laws for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. Each of Akcea and Pfizer shall furnish to each other’s counsel such necessary information which reasonably and reasonable assistance as the other may be required by any Governmental Authority request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any other Antitrust Filings or which the parties may reasonably deem appropriateLaws. Each of the Company Party shall be responsible for its own fees, costs and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection expenses associated with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition LawsFilings. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, keep the other party reasonably informed as to the status of any such Action or threat, and in connection with any such Action, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Action.165301880

Antitrust Filings. Each party of Newco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall use commercially reasonable efforts (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file, this Agreement and the transactions contemplated hereby as soon as practicable after required by the date HSR Act within ten (10) calendar days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with the Merger. Each of Newco and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all noticesaction reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Merger as soon as practicable, reports and to obtain any required consents under any other documents required Antitrust Laws applicable to be filed the Merger as soon as reasonably practicable. Each of Newco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party with hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous Agreement pursuant to the HSR Act existing in foreign jurisdictions that require notification in connection with or any other Antitrust Laws applicable to the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger which any such filings have been made, then such party shall make (or any of cause to be made), as soon as reasonably practicable and after consultation with the other transactions contemplated by this Agreementparty, keep the other party reasonably informed as to the status of any an appropriate response in compliance with such Action or threat, and in connection with any such Action, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Actionrequest.

Antitrust Filings. Each party In connection with and without limiting Section 7.1(a) the parties shall use commercially reasonable efforts to file(i) promptly (in no event later than March 5, as soon as practicable after 2009) file with 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 Federal Trade Commission (the Merger "FTC") and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality Antitrust Division of the foregoing, United States Department of Justice (the Company "Antitrust Division") the notification and Parent shall, promptly report form (and in any event within three (3the "HSR Filing") business days) after the date of this Agreement, prepare and file the notifications if required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional promptly provide all information which reasonably may be required requested by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger this Agreement or any of the other transactions transaction contemplated by this Agreementhereby, keep the other party reasonably informed as to the status of any such Action or threat(iii) promptly take, and in connection with any such Action, cause each of the Company or Parent will permit authorized representatives of the other party their respective Affiliates to take all action and steps reasonably necessary to obtain any antitrust clearance required to be present at each meeting obtained from the FTC, the Antitrust Division, any state attorney general, any foreign competition authority or conference relating to any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any other Governmental Authority in connection with this Agreement or any such Actionof the transactions contemplated hereby and (iv) duly make all notifications and other filings required (together with the HSR Filing, the "Antitrust Filings") under any other applicable competition, merger control, antitrust or similar Law that the parties deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable; provided, that (x) no Purchaser shall be required to commence or defend any Proceeding or to divest, dispose of or hold separate any material assets or any material business to secure HSR Act clearance or consents, approvals or waivers and (ii) no member of any Company Group shall agree to any divesture or disposal of any assets or enter into any agreement with the FTC or any other Governmental Authority regarding HSR Act clearance or consents or approvals under any similar foreign Law without the prior written consent of Purchasers. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act or other Laws, as applicable. The filing fees for the Antitrust Filings shall be borne fifty percent (50%) by Purchasers and fifty percent (50%) by Sellers.

Antitrust Filings. Each party shall use commercially reasonable efforts (a) In furtherance and not in limitation of the terms of Section 6.01(a) and Section 6.01(b), each of Parent, Merger Subs and the Company will, and will cause their respective Affiliates (if applicable) to, (i) file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to filethis Agreement and the Mergers as required by the HSR Act promptly, as soon as practicable after and in any event within ten (10) Business Days, following the date of this AgreementAgreement and (ii) promptly file comparable pre-merger or post-merger notification filings, all noticesforms and submissions with any Governmental Authority that are required by other applicable Antitrust Laws in connection with the Mergers. Each of Parent and the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, reports and if applicable) with the other documents required in the making of such filings, (B) use its respective reasonable best efforts to supply the other (or cause the other to be filed supplied) with any information that may be required in order to make such filings, (C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such party filing is made and (D) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Mergers and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Mergers, in each case as soon as practicable. Each of Parent and Merger Subs (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Mergers in connection with such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger Mergers pursuant to the HSR Act or any other Antitrust Laws applicable to the Mergers, then such Party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other transactions contemplated by this AgreementParties, an appropriate response in compliance with such request. (b) In furtherance and not in limitation to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly will (and will cause their respective Affiliates to), subject to any restrictions under applicable Law, (i) promptly notify the other Party, or its outside antitrust counsel, of (and, if in writing, furnish them with copies of (or, in the case of oral communications, advise them of the contents of)) any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification material communication received by such Person from a Governmental Authority in connection with the Merger (collectively, the “Competition Laws”). The Company Mergers and Parent each shall promptly (i) supply permit the other party with Party to review and discuss in advance (and to consider in good faith any information which may be required comments made by the other Party in order to effectuate noticesrelation to) any proposed draft notifications, reportsformal notifications, documents filings, submissions or other filings written communications (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with any the Mergers to a Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”)Authority; and (ii) supply keep the other Party reasonably informed with respect to the status of any additional information which reasonably may be required by such submissions and filings to any Governmental Authority in connection with Antitrust Filings the Mergers and any developments, meetings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon discussions with any Governmental Authority in respect thereof, including with respect to (A) the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant heretonon-action, action, clearance, consent, approval or waiver; and (B) the expiration of any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of waiting period; (C) the commencement or known threat of proposed or threatened commencement of any Action investigation, litigation or administrative or judicial action or proceeding under Applicable Law and (D) the nature and status of any objections raised or proposed or threatened to be raised by or before any Governmental Authority with respect to the Merger Mergers and related to Antitrust Laws and (iii) (A) provide (1) notice to the other Party of any material meeting or substantive conversation with the DOJ, the FTC, or any of other Governmental Authority reviewing, or asserting jurisdiction to review, the Mergers under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Mergers and (2) the other transactions contemplated Party the opportunity to attend or participate in such meeting or conversation unless prohibited by this Agreementsuch Governmental Authority, keep and (B) in the event of a material meeting or substantive conversation with a Governmental Authority other than the DOJ, the FTC, or other Governmental Authority reviewing, or asserting jurisdiction to review, the Mergers under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Mergers, then provide (1) notice to the other party reasonably informed as to the status Party of any such Action meeting or threatconversation, and (2) the opportunity to attend or participate in connection with any such Actionmeeting or conversation if mutually agreed to in good faith by Parent and the Company and not otherwise prohibited by such Governmental Authority. However, each of the Company or Company, Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to and Merger Subs may designate any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted non-public information provided to any Governmental Authority as restricted to “outside counsel” only and any such information will not be shared with the Representatives of the other Party without approval of the Party providing the non-public information. Each of the Company, Parent and Merger Subs may redact any valuation and related information before sharing any information provided to any Governmental Authority with another Party on an “outside counsel” only basis. (c) Notwithstanding the foregoing, Parent shall make all strategic and tactical decisions, following consultation with the Company, as to the manner in which to obtain from any Governmental Authority under the HSR Act or any other applicable Antitrust Laws, any actions or non-actions, consents, approvals, authorizations, clearances or orders required to be obtained by Parent or the Company or any of their respective Affiliates in connection with the consummation of the Mergers; provided that Parent must consider in good faith the views of the Company with respect to such strategy and tactical decisions referenced in this Section 6.02(c). (d) In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Mergers pursuant to the HSR Act, each of Parent and Merger Subs (and their respective Affiliates) will and, solely to the extent requested by Parent, the Company and its Affiliates will offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (i) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries and (ii) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, Parent will not be required, either pursuant to this Section 6.02(d) or otherwise, to (and, without Parent’s prior written consent, the Company will not, nor will it permit any of its Subsidiaries or Representatives to) offer, negotiate, commit to, effect or otherwise take any action(s) with respect to the Company and its Subsidiaries or their respective businesses, product lines, assets, permits, operations, rights, or interests therein if taking such Actionaction(s), either alone or in combination, would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates will be required, either pursuant to this Section 6.02(d) or otherwise, to (and, without Parent’s prior written consent, the Company will not, nor will it permit any of its Subsidiaries or Representatives to) offer, negotiate, commit to, effect or otherwise take any action(s) with respect to Parent or any of its Affiliates or their respective businesses, product lines, assets, permits, operations, rights, or interest therein (other than with respect to the Company and its Subsidiaries to the extent required by this Section 6.02(d)) if taking such action(s), either alone or in combination, would reasonably be expected to (A) have a material impact on the benefits expected to be derived from the Mergers by Parent or (B) have more than an immaterial impact on the Parent Consumer Business. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries, either pursuant to this Section 6.02(d) or otherwise, shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Authority to sell, divest, lease, license, transfer, dispose of or otherwise encumber, or agree to make any changes, restriction or impairment, unless such requirement, condition, understanding, agreement, order, encumbrance, agreement, change, restriction or impairment is binding on the Company or its Subsidiaries only in the event that the Closing occurs. (e) During the Interim Period, neither Parent nor the Company shall, and each such Party shall cause each of its Subsidiaries not to, except as expressly contemplated by this Agreement or pursuant to the written consent of the other Party acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, all or substantially all of the assets, securities, properties or interests of any business, in each case, if such action would, or would reasonably be likely to, materially impair, materially delay or otherwise materially impact the Parties’ applications in respect of the Mergers pursuant to the HSR Act.

Antitrust Filings. Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports In connection with and other documents required to be filed by such party with any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without without limiting the generality of the foregoingforegoing clause (a), the Company shall, and Parent shallshall cause Guarantor to, promptly file (1) duly file with the United States Federal Trade Commission (the “FTC”) and in any event within three the Antitrust Division of the United States Department of Justice (3the “Antitrust Division”) business days) after the date of this Agreement, prepare notification and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended report form (the “HSR ActFiling”) and any applicable Laws analogous to required under the HSR Act existing in foreign jurisdictions that require notification in connection and (2) duly make all notifications and other filings required under any other applicable Antitrust Law (together with the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectivelyHSR Filing, the “Antitrust Filings”); ) that the Company and (ii) supply any additional information which reasonably Parent deem advisable or appropriate or that may be required by any Governmental Authority the applicable Antitrust Authority, in connection each case with respect to the Transactions and as promptly as practicable, but in the case of the HSR Filing, no later than five (5) Business Days following the execution and delivery of this Agreement unless the Parties otherwise agree. The Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company shall be prepared and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities made in connection substantial compliance with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition HSR Act or other Antitrust Laws, as applicable. Each Party will use its respective reasonable best efforts to obtain early termination of the applicable waiting period, if any, under all Antitrust Laws. Whenever Notwithstanding anything to the contrary contained in this Agreement (whether in clause (a) or elsewhere), nothing contained in this Agreement will be deemed to require Parent or Guarantor to enter into any event occurs that is required to be set forth in an amendment agreement, consent decree or supplement to any Antitrust Filings, the Company or other commitment requiring Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger Guarantor or any of their Subsidiaries to (A) divest, hold separate or otherwise limit the other transactions contemplated by this Agreement, keep the other party reasonably informed as to the status use of any such Action or threat, and in connection with any such Action, each assets of the Company or Parent will permit authorized representatives its Subsidiaries, or Parent, Guarantor or their Subsidiaries, (B) litigate, pursue or defend any action or proceeding challenging any of the Transactions as violative of any Antitrust Laws, (C) other party than filing fees required by the HSR Act, make any out of pocket expenditures of more than a de minimis amount or incur any obligations or liabilities, in each case, in order to comply with the provisions of this Section 4.04 or (D) take any other action that would, or would reasonably be present at each meeting expected to, materially and adversely affect Parent, Guarantor or conference relating to any such Action and to have access to and be consulted in connection with any documentof their Subsidiaries (including after the Effective Time, opinion or proposal made or submitted to any Governmental Authority in connection with any such Actionthe Surviving Corporation).

Antitrust Filings. Each party of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall use commercially reasonable efforts (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file, this Agreement and the transactions contemplated hereby as soon as practicable after required by the date HSR Act within twenty (20) calendar days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with the Merger. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all noticesaction reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Merger as soon as practicable, reports and to obtain any required consents under any other documents required Antitrust Laws applicable to be filed the Merger as soon as reasonably practicable. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party with hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous Agreement pursuant to the HSR Act existing in foreign jurisdictions that require notification in connection with or any other Antitrust Laws applicable to the Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger which any such filings have been made, then such party shall make (or any of cause to be made), as soon as reasonably practicable and after consultation with the other transactions contemplated by this Agreementparty, keep the other party reasonably informed as to the status of any an appropriate response in compliance with such Action or threat, and in connection with any such Action, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Actionrequest.

Antitrust Filings. Each party shall use commercially reasonable efforts to file, as soon 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 Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Parent Section 5.1, (a) Each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to obtain all requisite Governmental Approvals for the Transactions under any Antitrust Law and to consummate and effect the Transactions as promptly (as reasonably practicable and in any event within three prior to the Final Date, including (3i) business daysfiling as soon as reasonably practicable or advisable (and, with respect to the following clause (x), on or before February 7, 2025) after (x) a Notification and Report Form to the date extent required by the HSR Act with respect to the Transactions, and (y) any other filing or notification required pursuant to any other Antitrust Law applicable to the Transactions; (ii) supplying as promptly as practicable an appropriate response to any request for additional information and documentary material pursuant to any Antitrust Law, including the HSR Act; and (iii) causing the expiration or termination of this Agreement, prepare and file the notifications applicable waiting periods under the HSR Act or any other Antitrust Law as soon as practicable. Buyer shall pay all filing fees required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in or any other Antitrust Law. (b) In connection with the Merger (collectivelyefforts referenced in Section 5.1 and this Section 5.16 to obtain all requisite Governmental Approvals for the Transactions under any Antitrust Law, each of the “Competition Laws”). The Company and Parent each Parties shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will promptly notify the other party promptly upon the receipt Party of (A) any comments substantive communication it or any of its Affiliates receives from any Governmental Authorities Entity with respect to any Antitrust Law in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth Transactions and, in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may beof written substantive communications, will promptly inform provide copies thereof to the other party of such occurrence and Party, (ii) cooperate with each other in connection with any filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement, keep the other party reasonably informed as to the status of any such Action or threat, submission and in connection with any such Actioninvestigation or other inquiry brought by any Governmental Entity with respect to any Antitrust Law in connection with the Transactions, (iii) provide each of the Company or Parent will permit authorized representatives of the other party with advance copies and a reasonable opportunity to comment on all material proposed notices, submissions, filings, applications, undertakings, and information and correspondence proposed to be present at each meeting supplied to or conference relating to filed with any such Action and to have access to and be consulted Governmental Entity, except the Parties’ HSR Act filings, or in connection with any documentproceeding by a private party, opinion or proposal made or submitted in each case with respect to any Antitrust Law and related in any way to any of the Transactions, and (iv) to the extent permitted by applicable Law, provide a reasonable opportunity to attend and participate in any substantive meetings, discussions, telephone conversations, or videoconference with a Governmental Authority Entity related to such Governmental Entity’s review or approval of the Transactions with respect to any Antitrust Law; provided that, Buyer shall control strategy, communications, and timing with respect to the Parties’ efforts to obtain the Governmental Approvals for the Transactions under any Antitrust Law after considering in good faith all comments and advice of the Res-Care (and its counsel). Subject to applicable Law, each Party shall, upon request by the other Party, furnish Res-Care or Buyer, as applicable, with all information concerning itself, its Affiliates, officers, directors or equityholders, as applicable, and such other matters or assistance as may be reasonably necessary or advisable in connection with any statement, filing, notice, application or other submission made (or to be made) by or on behalf of Buyer, Res-Care or any of their respective Affiliates to any Governmental Entity related in any way to any of the Transactions with respect to any Antitrust Law. Notwithstanding the foregoing, materials required to be provided pursuant to this section may be redacted (A) to remove references concerning the valuation of the Company Entities or the Purchased Assets, (B) as necessary to comply with Contracts, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided that each Party may further designate competitively sensitive material provided pursuant to this Section 5.16(b) as “outside counsel only.” The foregoing obligations in this Section 5.16(b) shall be subject to the Confidentiality Agreement. (c) Without limiting the generality of Section 5.16(a): (i) If any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit or action is instituted or threatened by any Governmental Entity or any private party challenging any of the proposed Transactions as violative of any Antitrust Law, or if a filing pursuant to Section 5.16(a) is reasonably likely to be rejected or conditioned by a Governmental Entity, then Res-Care, Sellers, and Buyer shall each use reasonable best efforts to resolve such objections or challenges as such Governmental Entity or private party may have to such transactions; provided, that the Parties shall not be required to litigate or defend any legal suit or action and vacating, lifting, reversing or overturning any Order, whether temporary, preliminary or permanent, seeking to enjoin, restrain, prevent or prohibit the Transactions. (ii) Buyer shall use reasonable best efforts to diligently pursue all actions necessary to eliminate each and every impediment (including to satisfy any conditions set forth in or established by any Governmental Approval) and obtain all Governmental Approvals for the Transactions under any Antitrust Law as promptly as reasonably practicable and in any event prior to the Final Date, including that Buyer agrees to: (1) promptly take any and all actions necessary to substantially comply with, and certify substantial compliance with, any Request for Additional Information and Documentary Materials pursuant to sec. 803.6 of the HSR Act issued to Buyer or its affiliates in connection with the Transactions as soon as reasonably practicable, and in any event no later than six (6) months from the date of this Agreement , unless the Parties mutually agree to extend such timing as may be reasonably necessary, reasonably required or reasonably advisable; and (2) (A) promptly propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by Order, consent decree, hold separate Order, trust or otherwise, the sale, divestiture, license, disposition or hold separate of such assets or businesses of Buyer or its Affiliates (including such properties, assets, or operations of the Business, including the Purchased Assets, and the Company Entities), or otherwise promptly offer or commit to any action, non-action, condition or conduct requirement (including those that limit Buyer’s or its Affiliates’ freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Buyer or its Affiliates (including such properties, assets, or operations of the Business, the Purchased Assets and the Company Entities)), (B) promptly terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of Buyer or its Affiliates (including such properties, assets, or operations of the Business, including the Purchased Assets, and the Company Entities), (C) promptly create any relationships, ventures, contractual rights, obligations or other arrangements of Buyer or its Affiliates (including such properties, assets, or operations of the Business, including the Purchased Assets, and the Company Entities), and (D) promptly enter or offer to enter into agreements and stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity in connection with any of the actions contemplated by the foregoing clauses (A) through (D), in each case, as may be reasonably necessary, required or advisable in order to obtain Governmental Approvals for the Transactions under any Antitrust Law and to avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree, judgment, injunction or other Order (whether temporary, preliminary or permanent) thereunder that would otherwise have the effect of restraining, preventing or delaying the consummation of the Transactions, or to avoid the commencement of any Legal Proceeding thereunder that seeks to prohibit the Transactions (each of (A)-(D), a “Remedial Action”); provided that, notwithstanding any other provision of this Agreement to the contrary, none of Buyer, its Affiliates, the Business or the Company Entities shall be obligated to take any Remedial Action (aa) unless the taking of such Remedial Action is conditioned upon the Closing, and (bb) that would reasonably be expected to result in or account for, either individually or in the aggregate, an amount equal to $71,700,000 or more of revenue (calculated in accordance with GAAP) of the Buyer and its Subsidiaries, the Business or the Buyer and its Subsidiaries (including the Business) in the aggregate, as of the 12-month period ended on December 31, 2024. (d) Prior to the earlier of the Closing or termination of this Agreement, Buyer shall not acquire, invest, in or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof if the entering into a definitive agreement relating to or the consummation of such acquisition, investment, purchase, merger or consolidation would reasonably be expected to materially delay or increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the Transactions under any Antitrust Laws.