Common use of Antitrust Notification Clause in Contracts

Antitrust Notification. Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall use their respective reasonable best efforts to obtain all authorizations or waivers required under applicable Competition Law to consummate the Transactions, including (a) making all filings with the requisite Governmental Entity required in connection herewith and therewith as promptly as possible, (b) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Transactions, (c) timely making all such filings and timely seeking all such consents, permits, authorizations, approvals and waivers, and (d) generally, taking or causing to be taken, all other actions necessary to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible. To the extent not expressly prohibited by applicable Law, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall cooperate, and cause their respective Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this Section 6.6, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall, and shall cause their respective Representatives to, (i) promptly and fully inform the other of any written or material oral communication received from or given to any Governmental Entity, (ii) subject to reasonable concerns regarding confidentiality of any information that is the subject thereof, permit the other to review any submission by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, to any Governmental Entity, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, and

Antitrust Notification. Buyer, Splitco TCCC and CCE, on the one hand, and Seller and TCCC, on the other hand, CCE shall use their respective reasonable best efforts to obtain all authorizations the expiration of any waiting period under the HSR Act or waivers required under applicable any foreign Competition Law applicable to consummate the consummation of the Transactions, including (a) making all filings with the requisite Governmental Entity Federal Trade Commission and the Antitrust Division of the Department of Justice required in connection herewith and therewith as promptly as possiblepossible (but in any event no later than the later of (1) ninety (90) days after the date of this Agreement and (2) the date of the initial filing of the Form S-4, unless agreed to by the parties), (b) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Transactions, (c) timely making all such filings and timely seeking all such consents, permits, authorizations, approvals and waivers, waivers and (d) generally, taking or causing to be taken, all other actions necessary to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible. To the extent not expressly prohibited by applicable Law, Buyer, Splitco TCCC and CCE, on the one hand, and Seller and TCCC, on the other hand, CCE shall each cooperate, and cause their respective its Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. To the extent not expressly prohibited by applicable Law, TCCC shall have the right to lead and control, in its sole discretion, all discussions, submissions, negotiations and other communications with all Governmental Entities in connection with all waiting periods, authorizations or waivers required to consummate the transactions contemplated by this Agreement, and, subject to reasonable concerns regarding confidentiality, TCCC shall keep CCE reasonably informed with respect to such matters. In connection with the actions and procedures referenced in this Section 6.66.12, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, CCE shall, and shall cause their respective Representatives to, (i) promptly and fully inform the other TCCC of any written or material oral communication received from or given to any Governmental Entity, (ii) subject to reasonable concerns regarding confidentiality of any information that is the subject thereof, permit the other TCCC to review any submission required to be made by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, CCE to any Governmental Entity, (iii) consult with the other TCCC in advance of any meeting, material conference or material discussion with required by any Governmental Entity and (iv) if permitted to do so by the relevant Governmental Entity, andgive TCCC the opportunity to attend and participate in any such meetings, conferences and discussions. Notwithstanding anything to the contrary in this Agreement, TCCC and CCE will use their respective reasonable best efforts to offer to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as any Governmental Entity or any other Person may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as expeditiously possible; provided, however that (i) nothing in this Section 6.12 shall require, or be construed to require, TCCC or any of its respective Subsidiaries to take any action, including respond to and/or defend any court or administrative proceeding, propose or make any divestiture or other undertaking, or propose or enter into any consent decree or to take any action which TCCC reasonably determines could be material to the benefits expected to be derived by TCCC as a result of the transactions contemplated hereby or be material to the business of TCCC and its Subsidiaries or the North American Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby, and (ii) CCE shall not take (or permit any of its Affiliates to take) any action described in clause (i) above without TCCC’s prior written consent; provided, further, that if TCCC does not provide its written consent after being requested to do so, CCE will not be liable for failing to take any such action, but this shall not affect CCE’s obligation to otherwise take action required by this Section 6.12, subject to TCCC’s consent, if applicable.

Antitrust Notification. BuyerSubject to Section 8.2(b) hereof, Splitco each WCAS Sub and CCE, on the one hand, and Seller and TCCC, on the other hand, WIN shall use their respective commercially reasonable best efforts to obtain all authorizations or waivers required under applicable Competition Law the HSR Act to consummate the Transactionstransactions contemplated hereby and by the Ancillary Agreements, including (a) making all filings with the requisite Governmental Entity Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) required in connection herewith and therewith as promptly as possible, (bthe initial filing to occur no later than ten (10) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity in connection with Business Days following the execution and delivery of this Agreement the Initial Agreement), (b) responding as promptly as practicable to all inquiries received from the FTC or DOJ for additional information or documentation, and the consummation of the Transactions, (c) timely making all resolving any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement in connection with any filings made in accordance with this Section 5.5. Each WCAS Sub and WIN shall furnish to the other such filings necessary information and timely seeking all such consents, permits, authorizations, approvals reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. WIN and waiverseach WCAS Sub shall keep each other apprised of the status of any communications with, and (d) generallyany inquiries or requests for additional information from, taking the FTC or causing DOJ. Notwithstanding anything to the contrary in this Agreement, each WCAS Sub and WIN will use their respective commercially reasonable efforts to offer to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the FTC or DOJ or state antitrust enforcement authorities or any other person may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Transactions transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably expeditiously possible. To the extent not expressly prohibited by applicable Law, Buyerincluding, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall cooperate, and cause their respective Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this Section 6.6, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall, and shall cause their respective Representatives towithout limitation, (i) promptly proposing, negotiating, committing to and fully inform effecting, by consent decree, hold separate order or otherwise, the other sale, divestiture or disposition of such assets of the Division or of any written WCAS Sub or material oral communication received from or given to any Governmental Entityof their respective Subsidiaries, and (ii) subject otherwise taking or committing to reasonable concerns regarding confidentiality take actions that after the Closing Date would limit the freedom of the Division or of any information WCAS Sub or any of their respective Subsidiaries with respect to, or its ability to retain, one or more of its or its Subsidiaries’ assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, provided, however, that is nothing in this Section 5.5 shall require or be construed to require any WCAS Sub or any of their respective Subsidiaries to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree, except for those that would not, individually or in the subject thereofaggregate, permit reasonably be expected to result in a Company Material Adverse Effect following the other to review any submission by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, to any Governmental Entity, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, andClosing.

Antitrust Notification. BuyerSubject to Section 8.2(b) hereof, Splitco each WCAS Sub and CCE, on the one hand, and Seller and TCCC, on the other hand, WIN shall use their respective commercially reasonable best efforts to obtain all authorizations or waivers required under applicable Competition Law the HSR Act to consummate the Transactionstransactions contemplated hereby and by the Ancillary Agreements, including (a) making all filings with the requisite Governmental Entity Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) required in connection herewith and therewith as promptly as possible, (bthe initial filing to occur no later than ten (10) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity in connection with Business Days following the execution and delivery of this Agreement Agreement), (b) responding as promptly as practicable to all inquiries received from the FTC or DOJ for additional information or documentation, and the consummation of the Transactions, (c) timely making all resolving any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement in connection with any filings made in accordance with this Section 5.5. Each WCAS Sub and WIN shall furnish to the other such filings necessary information and timely seeking all such consents, permits, authorizations, approvals reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. WIN and waiverseach WCAS Sub shall keep each other apprised of the status of any communications with, and (d) generallyany inquiries or requests for additional information from, taking the FTC or causing DOJ. Notwithstanding anything to the contrary in this Agreement, each WCAS Sub and WIN will use their respective commercially reasonable efforts to offer to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the FTC or DOJ or state antitrust enforcement authorities or any other person may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Transactions transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably expeditiously possible. To the extent not expressly prohibited by applicable Law, Buyerincluding, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall cooperate, and cause their respective Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this Section 6.6, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall, and shall cause their respective Representatives towithout limitation, (i) promptly proposing, negotiating, committing to and fully inform effecting, by consent decree, hold separate order or otherwise, the other sale, divestiture or disposition of such assets of the Division or of any written WCAS Sub or material oral communication received from or given to any Governmental Entityof their respective Subsidiaries, and (ii) subject otherwise taking or committing to reasonable concerns regarding confidentiality take actions that after the Closing Date would limit the freedom of the Division or of any information WCAS Sub or any of their respective Subsidiaries with respect to, or its ability to retain, one or more of its or its Subsidiaries’ assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, provided, however, that is nothing in this Section 5.5 shall require or be construed to require any WCAS Sub or any of their respective Subsidiaries to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree, except for those that would not, individually or in the subject thereofaggregate, permit reasonably be expected to result in a Company Material Adverse Effect following the other to review any submission by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, to any Governmental Entity, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, andClosing.

Antitrust Notification. Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall use their respective reasonable best efforts to obtain all authorizations or waivers required under applicable Competition Law to consummate the Transactions, including (a) making all filings with the requisite Governmental Entity required in connection herewith The Company and therewith Buyer shall, as promptly as possiblepracticable and before the expiration of any relevant legal deadline, (b) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity but in connection with no event later than five Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. Each of the Company and Buyer shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Buyer shall be solely responsible for all filing fees payable in connection with such filings. The Company shall bear any fees and expenses of counsel retained by it in connection with any such filings. (b) The Company and Buyer shall use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act for the consummation of this Agreement and the consummation transactions contemplated hereby and shall keep each other apprised of the Transactionsstatus of any communications with, and any inquiries or requests for additional information from any Governmental Body and shall comply as promptly as reasonably practicable with any such inquiry or request. Notwithstanding the foregoing or anything else in this Agreement, Buyer and its Affiliates shall not be required to sell, divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any businesses, services, assets, or any interest in any businesses, services or assets. (c) timely making all such filings The parties hereto commit to instruct their respective counsel to cooperate with each other and timely seeking all such consents, permits, authorizations, approvals use commercially reasonable efforts to facilitate and waiversexpedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies, and (dii) generally, taking to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or causing to be taken, all other actions necessary to avoid presentations. Neither the Company nor Buyer shall participate in any meeting or eliminate each and every impediment under any Competition Law that may be asserted by discussion with any Governmental Entity Body with respect of any such filings, applications, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer or the Company, shall be limited to outside antitrust counsel only). The Company and Buyer shall each accept reasonable comments with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible. To the extent not expressly prohibited by applicable Law, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall cooperate, and cause their respective Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination content of any applicable period from any such Governmental Entitypresentations, and shall comply promptly with all legal requirements that may white papers or other written materials to be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this Section 6.6, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall, and shall cause their respective Representatives to, (i) promptly and fully inform the other of any written or material oral communication received from or given submitted to any Governmental Entity, (ii) subject to reasonable concerns regarding confidentiality of any information that is the subject thereof, permit the other to review any submission by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, to any Governmental Entity, (iii) consult with the other Body in advance of any meeting, material conference or material discussion with any Governmental Entity, andsuch submission.

Antitrust Notification. Buyer[*] = Certain confidential information contained in this document, Splitco marked by brackets, has been omitted because it is both (i) not material and CCE, on (ii) would likely cause competitive harm to the one hand, and Seller and TCCC, on the other hand, shall use their respective reasonable best efforts to obtain all authorizations or waivers required under applicable Competition Law to consummate the Transactions, including company if publicly disclosed. 129433662_24 (a) making all filings with Within [*] following the requisite Governmental Entity delivery of a Final Exercise Notice, FibroGen shall provide written notice to Fortis whether notification under the HSR Act is required in connection herewith and therewith as promptly as possible, (b) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity not in connection with the execution transactions contemplated by this Agreement. If such notice is provided and notification under the HSR Act is required, Fortis and FibroGen shall, as promptly as practicable following delivery of this Agreement such notice (and in any event, no less than [*] of such notice) file with the FTC and the consummation DOJ the premerger notification and report form, if any, required as a result of the Transactions, (c) timely making all such filings Merger and timely seeking all such consents, permits, authorizations, approvals and waiversthe other transactions contemplated hereby, and (d) generallyshall include any supplemental information requested in connection therewith, taking or causing to be taken, all other actions necessary to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect pursuant to the Transactions so HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as to enable the Closing to occur as soon as reasonably possibleother may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. To The Parties shall keep one another apprised of the extent not expressly prohibited by applicable Law, Buyer, Splitco and CCE, on the one handstatus of any communications with, and Seller and TCCCany inquiries or requests for additional information from, on the FTC, the DOJ or any other hand, shall cooperate, and cause their respective Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect any such inquiry or request. Subject to applicable Law, each of Fortis and FibroGen shall have the Closing. In connection with the actions right to review and procedures referenced comment in this Section 6.6, Buyer, Splitco and CCE, on the one handadvance, and Seller and TCCC, on the other hand, shall, and each shall cause their respective Representatives to, (i) promptly and fully inform the other of any written or material oral communication received from or given to any Governmental Entity, (ii) subject to reasonable concerns regarding confidentiality of any information that is the subject thereof, permit the other to review any submission by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, to any Governmental Entity, (iii) consult with the other in advance of any meeting, material conference or material discussion connection with any filing made with, or written materials submitted to, any Governmental Entity in connection with any filing, investigation, or proceeding in connection with this Option Agreement or the transactions contemplated hereby. In connection with such collaboration, the Fortis and FibroGen each shall act reasonably and as promptly as practicable, including permitting a representative of the other to attend any meetings with a Governmental Entity, andso long as permitted by that Governmental Entity. Notwithstanding the foregoing, neither Fortis nor FibroGen shall be required to provide business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s Notification and Report Form under the HSR Act) to the other Party. (b) From and after filings with the DOJ and FTC are made pursuant to Section 8.3(a), Fortis and FibroGen shall each use [*] to obtain any clearance required under the HSR Act (the “HSR Approval”), including replying at the earliest practicable date to any requests for information received from the FTC or DOJ pursuant to the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible.

Antitrust Notification. Buyer, Splitco TCCC and CCE, on the one hand, and Seller and TCCC, on the other hand, CCE shall use their respective reasonable best efforts to obtain all authorizations the expiration of any waiting period under the HSR Act or waivers required under applicable any foreign Competition Law applicable to consummate the consummation of the Transactions, including (a) making all filings with the requisite Governmental Entity Federal Trade Commission and the Antitrust Division of the Department of Justice required in connection herewith and therewith as promptly as possiblepossible (but in any event no later than the later of (1) ninety (90) days after the date of this Agreement and (2) the date of the initial filing of the Form S-4, unless agreed to by the parties), (b) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Transactions, (c) timely making all such filings and timely seeking all such consents, permits, authorizations, approvals and waivers, waivers and (d) generally, taking or causing to be taken, all other actions necessary to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible. To the extent not expressly prohibited by applicable Law, Buyer, Splitco TCCC and CCE, on the one hand, and Seller and TCCC, on the other hand, CCE shall each cooperate, and cause their respective its Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. To the extent not expressly prohibited by applicable Law, TCCC shall have the right to lead and control, in its sole discretion, all discussions, submissions, negotiations and other communications with all Governmental Entities in connection with all waiting periods, authorizations or waivers required to consummate the transactions contemplated by this Agreement, and, subject to reasonable concerns regarding confidentiality, TCCC shall keep CCE reasonably informed with respect to such matters. In connection with the actions and procedures referenced in this Section 6.66.12, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, CCE shall, and shall cause their respective Representatives to, (i) promptly and fully inform the other TCCC of any written or material oral communication received from or given to any Governmental Entity, (ii) subject to reasonable concerns regarding confidentiality of any information that is the subject thereof, permit the other TCCC to review any submission required to be made by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, CCE to any Governmental Entity, (iii) consult with the other TCCC in advance of any meeting, material conference or material discussion with required by any Governmental Entity and (iv) if permitted to do so by the relevant Governmental Entity, andgive TCCC the opportunity to attend and participate in any such meetings, conferences and discussions. Notwithstanding anything to the contrary in this Agreement, TCCC and CCE will use their respective reasonable best efforts to offer to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as any Governmental Entity or any other Person may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as expeditiously possible; provided, however that (i) nothing in this Section 6.12 shall require, or be construed to require, TCCC or any of its respective Subsidiaries to take any action, including respond to and/or defend any court or administrative proceeding, propose or make any divestiture or other undertaking, or propose or enter into any consent decree or to take any action which TCCC reasonably determines could be material to the benefits expected to be derived by TCCC as a result of the transactions contemplated hereby or be material to the business of TCCC and its Subsidiaries or the North American Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby, and (ii) CCE shall not take (or permit any of its Affiliates to take) any action described in clause (i) above without TCCC's prior written consent; provided, further, that if TCCC does not provide its written consent after being requested to do so, CCE will not be liable for failing to take any such action, but this shall not affect CCE's obligation to otherwise take action required by this Section 6.12, subject to TCCC's consent, if applicable.

Antitrust Notification. BuyerSubject to Section 10.2(b) hereof, Splitco and CCE, on the one hand, Buyer and Seller and TCCC, on the other hand, shall use their respective reasonable best efforts to obtain all authorizations or waivers required under applicable Competition Law the HSR Act to consummate the Transactionstransactions contemplated hereby and by the Ancillary Agreements, including (a) making all filings Filings with the requisite Governmental Entity Department of Justice or Federal Trade Commission (the “Agencies”) required in connection herewith and therewith as promptly as possible, (bthe initial filing to occur no later than fifteen (15) cooperating and consulting with one another to determine whether any other filings are required, or deemed advisable, to be made with, or consents, permits, authorizations or approvals are required, or are deemed advisable, to be obtained from any third party or any other Governmental Entity in connection with Business Days following the execution and delivery of this Agreement Agreement), (b) responding as promptly as practicable to all inquiries received from the Agencies for additional information or documentation, and the consummation of the Transactions, (c) timely making all resolving any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement in connection with any Filings made in accordance with this Section 5.5. Each of Buyer and Seller shall furnish to the other such filings necessary information and timely seeking all such consentsreasonable assistance as the other may request in connection with its preparation of any filing or submission, permits, authorizations, approvals which is necessary under the HSR Act. Seller and waiversBuyer shall keep each other apprised of the status of any communications with, and (d) generallyany inquiries or requests for additional information from, taking the Agencies. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller will use their respective reasonable best efforts to offer to take, or causing cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements by taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Agencies or state antitrust enforcement authorities or any other Person may assert under the HSR Act with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Transactions transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably expeditiously possible. To the extent not expressly prohibited by applicable Law, Buyerincluding, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall cooperate, and cause their respective Representatives to cooperate, with the other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any approval, consent or termination of any applicable period from any such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this Section 6.6, Buyer, Splitco and CCE, on the one hand, and Seller and TCCC, on the other hand, shall, and shall cause their respective Representatives towithout limitation, (i) promptly proposing, negotiating, committing to and fully inform effecting, by consent decree, hold separate order or otherwise, the other sale, divestiture or disposition of such assets or businesses of the Division or of Buyer or any written or material oral communication received from or given to any Governmental Entityof its Subsidiaries, and (ii) subject otherwise taking or committing to reasonable concerns regarding confidentiality take actions that after the Closing Date would limit the freedom of the Division or of Buyer or any information of its Subsidiaries with respect to, or its ability to retain, one or more of their respective businesses or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, provided, however, that is nothing in this Section 5.5 shall require or be construed to require any of Buyer or any of its Subsidiaries to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree, except for those that would not, individually or in the subject thereofaggregate, permit reasonably be expected to be materially adverse to Buyer and its Subsidiaries, taken as a whole (assuming for this purpose, that the other to review any submission by Buyer, Splitco or CCE, on the one hand, and Seller or TCCC, on the other hand, to any Governmental Entity, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, andtransactions contemplated hereby have already been consummated).