Common use of ANTITRUST IMPROVEMENTS ACT COMPLIANCE Clause in Contracts

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SAG, the Stockholders and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Hart-Xxxxx-Xxxxxx Xxx and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein. SAG shall prepare all of the filings required pursuant to this Section 5.11 and SAG shall pay the Hart-Xxxxx-Xxxxxx Xxx filing fee relating to such filings, provided, however, that each Party shall pay the attorney's, consulting, accounting and other consulting fees or expenses in connection with the preparation of each respective Person's filing. The Parties shall use their Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the Hart-Xxxxx-Xxxxxx Xxx to terminate or expire at the earliest possible date, and to resist vigorously, at SAG's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if SAG shall determine that continuing such resistance is not in its best interest, SAG may, by written notice to the other Parties, terminate this Agreement with the effect set forth in SS.8.2 hereof.

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SAG, UAG and Sub and the Stockholders and the CompanyCompanies, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the HartH-XxxxxS-Xxxxxx Xxx R Act, and the rules and regulations promulgated thereunder thereunder, with respect to the transactions contemplated herein. SAG shall prepare all of the filings required pursuant to this Section 5.11 and SAG shall pay the Hart-Xxxxx-Xxxxxx Xxx filing fee relating to such filings, provided, however, that each Party shall pay the attorney's, consulting, accounting and other consulting fees or expenses in connection with the preparation of each respective Person's filing. The Parties parties shall use their Best Efforts best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the HartH-XxxxxS-Xxxxxx Xxx R Act to terminate or expire at the earliest possible date, date and to resist vigorously, at SAG's their respective cost and expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if SAG UAG or the Stockholders shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interestinterests, SAG UAG or the Stockholders, as the case may be, may, by written notice to the other Partiesparty, terminate this Agreement with the effect set forth in SS.8.2 Section 8.2 hereof. UAG shall be responsible for paying all filing fees under the H-S-R Act arising as a result of the acquisitions of the Dealerships; provided, however, that in the event that the acquisitions of the Dealerships require payment of more than two (2) H-S-R Act filing fees, UAG and the Stockholders shall each be responsible for one-half of the costs of any filing fees in excess of two (2).

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SAGSunbelt, BAG, the Stockholders Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice and any notifications required to be filed by the respective "ultimate parent" entities under the Hart-Xxxxx-Xxxxxx Xxx and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein. SAG shall prepare all of the filings required pursuant to this Section 5.11 and SAG Sunbelt shall pay the Hart-Xxxxx-Xxxxxx Xxx filing fee and all legal and other fees, costs and expenses reasonably incurred by any Party relating to such filings, provided, however, that each Party shall pay the attorney's, consulting, accounting and other consulting fees or expenses in connection with the preparation of each respective Person's filing. The Parties shall use their Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the Hart-Xxxxx-Xxxxxx Xxx to terminate or expire at the earliest possible date, and to resist vigorously, at SAGSunbelt's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if SAG Sunbelt shall reasonably determine that continuing such resistance is not likely to result in its best interesta favorable determination, SAG Sunbelt may, by written notice to the other Parties, terminate this Agreement with the effect set forth in SS.8.2 ss.8.2 hereof.