Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, each of the Company and Parent agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than 15 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust Law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other Transactions; (C) to use reasonable best efforts to take, and to cause each of its Subsidiaries to take, any and all actions reasonably necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other Transactions to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) In furtherance and not in limitation of the undertakings pursuant to this Section 6.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactions, each of Parent and the Company and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iii) Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger or the other Transactions, including (A) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (B) subject to Section 6.5(e)(iv), if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company or any of its Subsidiaries or pre-Closing Affiliates and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the Merger or the other Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary in this Section 6.5, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Parent, the Company or any of their respective Affiliates (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties or (B) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties; except, solely in the case of any such actions listed in subsections (A) and (B) above to the extent solely relating to the Company or any of its Subsidiaries or pre-Closing Affiliates with respect to their respective businesses, if such action listed in subsections (A) or (B) above would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any of the Nine West Business, taken as a whole, the Jxxxx Apparel Business, taken as a whole, the Sxxxxx Xxxxxxxx Business, taken as a whole, the Jeanswear Business, taken as a whole, or the Kxxx Xxxxxx Business, taken as a whole. (v) Parent and the Company will not withdraw and refile their respective initial filings under the HSR Act or any other Antitrust Law unless each other party has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (vi) For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, the Cxxxxxx Act, the HSR Act, the Federal Trade Commission Act and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Antitrust Matters. (i) 5.7.1 Subject to the terms and conditions set forth in of this Provisional Collaboration and License Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, each of the Company and Parent agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than 15 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust Law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other Transactions; (C) to Parties will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause each of its Subsidiaries to takebe done, any all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereof, including taking all actions reasonably necessary steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain any all applicable waiting period expirations or terminations, consents, clearances or approvals required under or in connection with any Antitrust Lawclearances, enable all waiting periods under any Antitrust Law to expire waivers, licenses, registrations, permits, authorizations, orders and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other Transactions to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) approvals. In furtherance and not in limitation of the undertakings pursuant to this Section 6.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactionsforegoing, each of Parent and the Company and their respective Affiliates shall use their respective reasonable best efforts Parties agrees to contest, resist and resolve any such objections (i) file or Actions, and cause to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iii) Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection be filed with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger or the other Transactions, including (A) promptly complying with or modifying the FTC and the DOJ any requests for additional information (including any second request) by any Governmental Entity; notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) subject to Section 6.5(e)(iv)the U.K. Competition and Markets Authority under the U.K. Enterprise Xxx 0000, if necessary to obtain clearance as amended by any Governmental Entitythe Enterprise and Regulatory Reform Act of 2013, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any rules and all of the capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company or any of its Subsidiaries or pre-Closing Affiliates regulations promulgated thereunder as soon as practicable and advisable and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction other regulatory body any notifications or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party filings required to consummate the Merger or the other Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary in this Section 6.5, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Parent, the Company or any of their respective Affiliates (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties or (B) take or agree to take filed under any other action or agree or consent Antitrust Law as soon as practicable and advisable (any filings required pursuant to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties; except, solely in the case of any such actions listed in subsections (A) and (B) above to the extent solely relating to the Company or any of its Subsidiaries or pre-Closing Affiliates with respect to their respective businesses, if such action listed in subsections clause (A) or (B) above would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any of the Nine West Business, taken as a whole(C), the Jxxxx Apparel Business“Required Filings”), taken and (ii) use reasonable best efforts to obtain as a wholepromptly as practicable approvals, the Sxxxxx Xxxxxxxx Businessclearances, taken as a wholeconsents, the Jeanswear Business, taken as a wholedecisions not to assume jurisdiction, or the Kxxx Xxxxxx Businesstermination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, taken including by filing as a wholesoon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. (v) Parent 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the Company will not withdraw obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and refile their respective initial filings authorizations under the HSR Act or any other Antitrust Law unless Law, with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party has consented a reasonable opportunity to consult with it in advance and, to the extent permitted by such withdrawal governmental authority, gives the other the opportunity to attend and refiling. Nothing participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement shall will require the Company either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its Affiliatesbusiness in a specified manner, (ii) agree or Parentproffer to sell, Merger Sub and hold separate, license or otherwise dispose of any assets or conduct their respective Affiliates, to take business in a specified manner or (iii) permit or agree to take the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to its business or operations unless the effectiveness of matters and actions contemplated under such agreement or action is conditioned upon the Closingsections. (vi) For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, the Cxxxxxx Act, the HSR Act, the Federal Trade Commission Act and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Antitrust Matters. (ia) Subject to the terms and conditions set forth in of this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, each of the Company and Parent agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than 15 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust Law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other Transactions; (C) to Investor will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause each to be done, all things necessary, proper or advisable under applicable law to consummate the acquisition of its Subsidiaries the Shares as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to takethe limitations in this Section 9.3, any and all actions reasonably necessary to obtain any all applicable waiting period expirations or terminations, consents, clearances or approvals required under or in connection with any Antitrust Lawclearances, enable all waiting periods under any Antitrust Law to expire waivers, licenses, registrations, permits, authorizations, orders and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other Transactions to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) approvals. In furtherance and not in limitation of the undertakings pursuant to this Section 6.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactionsforegoing, each of Parent and the Company and their respective Affiliates shall the Investor agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than ten (10) Business Days after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise Xxx 0000, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A), (B) or (C), the “Required Filings”), and (ii) use their respective reasonable best efforts to contestobtain as promptly as practicable approvals, resist clearances, consents, decisions not to assume jurisdiction, and/or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and resolve advisable any such objections supplemental or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of additional information which may reasonably be requested by the Merger FTC or the DOJ or any other Transactions so as to permit consummation governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, except that the Investor shall be responsible for the payment of all applicable filing fees payable under the TransactionsHSR Act and other applicable Antitrust Law. (iiib) Notwithstanding Each of the foregoingCompany and the Investor shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Company and the Investor to prepare and submit any Required Filings, Parent shall takeincluding providing to the Company and the Investor, and cause its Affiliates to takeas applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. (c) Each of the Company and all actions necessary to obtain any consentsthe Investor shall, clearances or approvals required under or in connection with any Antitrust Lawthe transactions contemplated hereby, and to enable the obtaining of all waiting periods under any Antitrust Law to expireperiod expirations or terminations, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entityconsents, in each caseclearances, to consummate the Merger or the other Transactions, including (A) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (B) subject to Section 6.5(e)(iv), if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company or any of its Subsidiaries or pre-Closing Affiliates and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the Merger or the other Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary in this Section 6.5, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Parent, the Company or any of their respective Affiliates (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assetswaivers, licenses, operationsorders, rightsregistrations, product linesapprovals, businesses or interest therein of any of the Covered Parties or (B) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties; except, solely in the case of any such actions listed in subsections (A) permits and (B) above to the extent solely relating to the Company or any of its Subsidiaries or pre-Closing Affiliates with respect to their respective businesses, if such action listed in subsections (A) or (B) above would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any of the Nine West Business, taken as a whole, the Jxxxx Apparel Business, taken as a whole, the Sxxxxx Xxxxxxxx Business, taken as a whole, the Jeanswear Business, taken as a whole, or the Kxxx Xxxxxx Business, taken as a whole. (v) Parent and the Company will not withdraw and refile their respective initial filings authorizations under the HSR Act or any other Antitrust Law unless Law, with respect to actions taken on or after the date of this Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party has consented a reasonable opportunity to consult with it in advance and, to the extent permitted by such withdrawal governmental authority, gives the other the opportunity to attend and refiling. Nothing participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Agreement; provided that any materials subject to this Section 9.3(c) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. (d) Notwithstanding anything herein to the contrary, nothing in this Agreement shall will require the Company or the Investor to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its Affiliatesbusiness in a specified manner, (ii) agree or Parentproffer to sell, Merger Sub and hold separate, license or otherwise dispose of any assets or conduct their respective Affiliates, to take business in a specified manner or (iii) permit or agree to take the sale, holding separate, licensing or other disposition of, any action with respect to its business or operations unless the effectiveness assets of such agreement party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action is conditioned upon the Closingby, a governmental authority or any other Person or for any other reason. (vi) For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, the Cxxxxxx Act, the HSR Act, the Federal Trade Commission Act and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Antitrust Matters. (i) Subject Each of RHC and the Buyer agrees to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, each of the Company and Parent agree to take file or cause to be taken filed all appropriate notifications and filings pursuant to the following actions: (A) as soon as practicable, and in HSR Act or any event, no later than 15 Business Days following the date of this Agreement, to file the initial pre-merger notifications other applicable antitrust or competition laws with respect to this Agreement the Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested of such party by the Transactions, if required, under relevant Governmental Authorities in connection with the HSR Act for each or any other applicable antitrust or competition laws. Each of Parent RHC and the Company, Buyer agrees to use its reasonable best efforts to supply promptly any information required to be submitted to comply with a formal request for additional information (a “second request”) or equivalent request from the relevant Governmental Authorities and thereafter promptly certify substantial compliance with such request in each such case, requesting order to commence or end a statutory waiting period. Each of RHC and the Buyer agrees to use its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and any other applicable antitrust or competition law, as applicable, and, in furtherance of the foregoing, each of RHC and the Buyer agrees to use its reasonable best efforts to avoid or eliminate as soon as possible each and every impediment under the HSR Act and any other applicable antitrust or competition laws that may be asserted by any United States or other governmental antitrust authority so as to enable the parties hereto to expeditiously consummate the Contemplated Transactions; provided, however, that notwithstanding the foregoing, neither the Parent, nor any of the Parent’s Subsidiaries shall be required to, and none of the Acquired Companies shall be permitted to, (i) commit to or effect, by consent decree, hold separate orders, trust, or otherwise, the divestiture, sale, license, transfer, assignment or other disposition of assets or business of the Parent or the Acquired Companies (or their respective Subsidiaries), (ii) terminate, relinquish, modify, transfer, assign, restructure or waive existing agreements, collaborations, contractual rights, obligations or other arrangements of the Parent or the Acquired Companies (or their respective Subsidiaries) or (iii) create or consent to create any contractual rights, obligations, tolling agreements or other arrangements of the Parent or the Acquired Companies (or any of their respective Subsidiaries). The Buyer and RHC shall share equally all filing fees associated with the HSR Act filings and any other applicable antitrust or competition laws. Each of RHC and the Buyer agrees to (i) give the other party prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to the Merger and Contemplated Transactions, (ii) keep the other party reasonably informed as to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other party of any communication to or from any Governmental Authority to the extent regarding the Contemplated Transactions, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications, and (iv) pull and re-file any notice under the HSR Act only if the other party agrees. Subject to applicable Legal Requirements, in advance and to file the extent practicable, each of RHC or the Buyer, as soon the case may be, will consult the other on all the information relating to RHC or the Buyer, as practicable the case may be, and any other applicable notifications of their respective Subsidiaries that appear in any filing made with, or other forms necessary written materials submitted to, any third party or Governmental Authority in connection with the Contemplated Transactions and required to obtain shall incorporate all comments reasonably proposed by RHC or the Buyer, as the case may be; provided, however, that, if review of any consents, clearances or approvals under or information would be material in connection with any second request (or similar process), such information shall be provided solely to those individuals acting as outside antitrust counsel for the other Antitrust Law; (B) party, provided that such counsel shall not disclose such information to promptly provide to each such other party and every federalshall enter into a joint defense agreement with the providing party. In addition, state, local except as may be prohibited by any Governmental Authority or foreign court or Governmental Entity with jurisdiction over enforcement of by any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by Legal Requirement, in connection with any such request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, each party will permit authorized representatives of the other party to be present at each meeting or conference relating to such request, litigation, hearing, examination or Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Antitrust Entity Authority in connection with such request, litigation, hearing, examination or Action. Notwithstanding anything to the contrary contained in this Agreement, the Buyer, after prior consultation with RHC, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary antitrust or competition clearances; provided that RHC shall be permitted to participate in such approval of such meetings and communications unless excluded from doing so by a Governmental Antitrust Entity that is necessary, proper Authority or advisable to permit consummation of the Merger and the other Transactions; (C) to use reasonable best efforts to take, and to cause each of its Subsidiaries to take, any and all actions reasonably necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other Transactions to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) In furtherance and not in limitation of the undertakings pursuant to this Section 6.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactions, each of Parent and the Company and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iii) Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger or the other Transactions, including (A) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (B) subject to Section 6.5(e)(iv), if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company or any of its Subsidiaries or pre-Closing Affiliates and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the Merger or the other Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary in this Section 6.5, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Parent, the Company or any of their respective Affiliates (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties or (B) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties; except, solely in the case of any such actions listed in subsections (A) and (B) above to the extent solely relating necessary to the Company or any of its Subsidiaries or pre-Closing Affiliates with respect to their respective businesses, if such action listed in subsections (A) or (B) above would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any prevent disclosure of the Nine West BusinessBuyer’s competitively sensitive information, taken in which case individuals acting as a wholeRHC’s outside antitrust counsel shall be permitted to participate, the Jxxxx Apparel Business, taken as a whole, the Sxxxxx Xxxxxxxx Business, taken as a whole, the Jeanswear Business, taken as a whole, or the Kxxx Xxxxxx Business, taken as a wholeprovided that such counsel shall not disclose Buyer’s competitively sensitive information to RHC. (v) Parent and the Company will not withdraw and refile their respective initial filings under the HSR Act or any other Antitrust Law unless each other party has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (vi) For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, the Cxxxxxx Act, the HSR Act, the Federal Trade Commission Act and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of Seller Parent, on the undertakings pursuant to this Section 6.5one hand, each of and the Company and Parent Buyer Parent, on the other hand, agree to take or cause to be taken the following actions:actions in connection with the First Closing or the Second Closing (as the case may be and where applicable): (A) as soon as practicable, to file with the Federal Trade Commission (the “FTC”) and in any event, no later than 15 Business Days the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the initial pre-merger notifications with respect to the Transactions required under the HSR Act for the Seller Parent and the Buyer Parent (the “HSR Filings”); (B) as soon as reasonably practicable following the date of this Agreement, to file the initial any notification, pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications notification or other forms necessary and required form necessary, as the case may be, to obtain any consents, clearances or approvals required in respect of the Transactions under or in connection with any other Antitrust Law, including in the Applicable Jurisdictions; (BC) to promptly provide provide, and cause each of its controlled Subsidiaries to promptly provide, to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other First Closing Transactions;; and (CD) to use reasonable best efforts to take, and to cause each of its controlled Subsidiaries to take, any and all actions reasonably necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other Transactions to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) In furtherance and not in limitation of the undertakings pursuant to this Section 6.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactions, each of Parent and the Company and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iii) Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all actions necessary to obtain any consents, clearances clearances, approvals or approvals authorizations required under or in connection with any Antitrust Law, Law and to enable all waiting periods under any Antitrust Law to expire, including taking all such actions and doing all such things necessary to (1) resolve any objections, if any, as the FTC, the Antitrust Division, or any other Governmental Antitrust Entity may assert under any applicable Antitrust Law with respect to the Transactions, and (2) avoid or eliminate each and every impediment under any applicable Antitrust Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Entity, in each case, Antitrust Entity or Persons with respect to consummate the Merger or Transactions so as to enable the other Transactions, including Transactions to be consummated as soon as possible after the date hereof (A) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (B) subject to Section 6.5(e)(ivthe terms and conditions hereof), if necessary to obtain clearance by any Governmental Entity, offeringincluding: (a) proposing, negotiating, committing to and to, and/or effecting, by consent decree, a hold separate order order, or otherwise, the sale, divestiture, license transfer, license, disposition, or other disposition hold separate (through the establishment of a trust or otherwise) of the Transferred Assets or the Business as are required to be divested in order to avoid the entry of any and all lawful decree, judgment, injunction (permanent or preliminary), or any other lawful Order that would make the Transactions unlawful or would otherwise materially delay or prevent the consummation of the capital stockTransactions; (b) terminating, assetsmodifying, rightsor assigning existing relationships, productsContracts, leases, businesses or other obligations relating to any Transferred Assets or the Business; or (c) changing or modifying any course of conduct regarding future operations or interests therein of the Company or any of its Subsidiaries or pre-Closing Affiliates and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the Merger Transferred Assets or the other Transactions and taking any and all other actions to prevent the entryBusiness; provided, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary however, that nothing in this Section 6.55.3(a) or Section 5.3(c) shall require (I) the Buyer Parent to offer, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Parent, the Company or any of their respective Affiliates (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effectnegotiate, or consent or commit to, take or effect any sale, leasing, licensing, transfer, disposal, divestiture or other encumbranceremedial action (w) that would have, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties or (B) take or agree would reasonably be expected to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties; except, solely in the case of any such actions listed in subsections (A) and (B) above to the extent solely relating to the Company or any of its Subsidiaries or pre-Closing Affiliates with respect to their respective businesses, if such action listed in subsections (A) or (B) above would nothave, individually or in the aggregate, reasonably be expected to have a material adverse effect on any the assets, properties or business of the Nine West BusinessBuyer Parent and its Subsidiaries, taken as a whole, (x) that would have, or would reasonably be expected to have, individually or in the Jxxxx Apparel aggregate, a material adverse effect on the memory business of the Buyer Parent and its Subsidiaries taken as a whole and after giving effect to the Transactions, (y) that would have, or would reasonably be expected to have, a Material Adverse Effect or (z) with respect to the assets, properties or business of the Buyer Parent or its Affiliates (other than, after the relevant Closing, the relevant Business) or (II) the Seller Parent to offer, propose, negotiate, commit to, take or effect any remedial action that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (y) the assets, properties or business of Seller Parent and its Subsidiaries, taken as a whole, whole or (z) the Sxxxxx Xxxxxxxx Business, memory business of the Seller Parent and its Subsidiaries taken as a whole, whole and after giving effect to the Jeanswear Business, taken as a whole, or the Kxxx Xxxxxx Business, taken as a wholeTransactions. (vii) Subject to applicable Laws relating to the exchange of information and necessary or appropriate confidentiality protections (including those set forth in Section 5.2), (A) each of the Seller Parent and the Company Buyer Parent shall have the right to review in advance, and, to the extent practicable, each will not withdraw consult in advance with the other on and refile consider in good faith the views of the other in connection with, all of the information relating to the Seller Parent, the Buyer Parent, the Business or the Transactions, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any Governmental Antitrust Entity in connection with the Transactions; and (B) each of the Seller Parent and the Buyer Parent, or their counsel, to the extent practicable, shall have the right to participate in all substantive communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the Antitrust Laws, to the extent permitted by such Governmental Entity. In exercising the foregoing rights, each of the Seller Parent and the Buyer Parent shall act reasonably and as promptly as practicable. Neither the Buyer Parent nor the Seller Parent will (x) withdraw any of its initial filings under the HSR Act or any other Antitrust Law, as the case may be, (y) refile any of its filings under the HSR Act or any other Antitrust Law, as the case may be, or (z) agree with any Governmental Entity to extend any waiting period under the HSR Act or any other Antitrust Law with respect to the Transactions, in each case unless each the other party Party has consented in advance in writing to such withdrawal withdrawal, refiling or extension, as applicable. (iii) Notwithstanding the other provisions of this Section 5.3(a) and refiling. Nothing Section 5.3(c), the covenants and agreements set forth in this Agreement shall require Section 5.3(a) constitute the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any action sole obligations of the Parties with respect to its business the efforts required to obtain any consents, clearances, approvals or operations unless the effectiveness of such agreement authorizations from any Governmental Antitrust Entity that is required under or action is conditioned upon the Closing. (vi) For purposes of this Agreement, “in connection with any Antitrust Law” means the Sxxxxxx Act, the Cxxxxxx Act, the HSR Act, the Federal Trade Commission Act and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.