Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act and the Buyer shall make or cause to be made the Investment Canada Act Notification, both with respect to the Contemplated Transactions as promptly as practicable and, in any event, within ten (10) Business Days after the date hereof in the case of all filings required under the HSR Act, (ii) comply at the earliest practicable date with any request under the HSR Act or the Investment Canada Act for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Investment Review Division of Innovation, Science and Economic Development Canada (“IRD”) or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transactions, and (iii) reasonably cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division, IRD or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transaction. The Buyer and the Company acknowledge and agree that they shall each pay (or if applicable, reimburse the other Party) half of all filing fees for the filings under the HSR Act or under any other applicable Antitrust Laws or the Investment Canada Act. Each Party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Antitrust Law or the Investment Canada Act in connection with the Contemplated Transactions. Each Party shall promptly inform the other Party hereto of any substantive oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings. Neither Party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other Party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the Parties hereto will reasonably consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party hereto relating to proceedings under the HSR Act or the Investment Canada Act. Either Party may, as it deems advisable and necessary, reasonably, designate any competitively sensitive material provided to the other Party under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. This Section 7.1(a) does not apply in respect of Taxes. Each of the Company and the Buyer shall use its commercially reasonable efforts to obtain Investment Canada Act Clearance and to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws or the Investment Canada Act. If any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction under any Antitrust Law or the Investment Canada Act, each of the Company and the Buyer shall use its, and shall cause its Affiliates to use their, respective, reasonable best efforts to contest and resist any such Action, 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 Contemplated Transactions, or to obtain Investment Canada Act Clearance, including by pursuing all available avenues of administrative and judicial appeal or judicial review and all available legislative action, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated to agree to or accept any terms or conditions that would require the Buyer to (i) license, sell, divest or otherwise dispose of any subsidiaries, operations, divisions, specific assets, customers or categories of assets, product lines or businesses of the Buyer or its Affiliates (whether now owned or hereafter acquired by the Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (ii) terminate any existing operations, relationships or contractual rights and obligations of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iii) amend or terminate any licenses or other intellectual property agreements of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries and (iv) take actions or make behavioral commitments that may limit the Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ rights of ownership in, one or more of its operations, divisions, businesses, product lines, customers or assets in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the transactions contemplated by this Agreement or the Transition Services Agreement. Neither the Company nor any of its Affiliates shall agree to commit to any action described in the foregoing sentence without the prior written approval of and direction by the Buyer. (b) The Buyer and the Company shall cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the Contemplated Transactions and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. This Section 7.1(b) does not apply in respect of Taxes. (c) Notwithstanding the foregoing, nothing herein shall require the Company or its Subsidiaries to take any action of the type described in the penultimate sentence of Section 7.1(a), or to make any commitment with respect to any such action, in each case, which would bind the Company or any of its Subsidiaries prior to the Closing or in the event the Contemplated Transactions do not occur.
Appears in 1 contract
Samples: Sale Agreement (Harris Corp /De/)
Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act and the Buyer shall make or cause to be made the Investment Canada Act Notification, both other Antitrust Laws with respect to the Contemplated Transactions set forth on Annex 8.1(e) as promptly as practicable and, in any event, within ten (10) Business Days after the date hereof in the case of all filings required under the HSR Act, and as promptly as practicable and, in any event, within twenty (20) Business Days after the date hereof in the case of all other filings required by other Antitrust Laws set forth on Annex 8.1(e), (ii) comply at the earliest practicable date with any request under the HSR Act or the Investment Canada Act other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Investment Review Division of Innovation, Science and Economic Development Canada (“IRD”) or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transactions, transactions and (iii) reasonably cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division, IRD Division or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transaction. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the Company acknowledge and agree that they shall each pay (or if applicable, reimburse the other Party) half payment of all filing fees and other charges for the filings under the HSR Act or under any other applicable Antitrust Laws or the Investment Canada ActLaws. Each Party party shall use its commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Antitrust Law or the Investment Canada Act in connection with the Contemplated Transactions. Each Party party shall promptly inform the other Party party hereto of any substantive oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filingsfilings or any such transaction. Neither Party party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other Party party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the Parties parties hereto will reasonably consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party party hereto relating to proceedings under the HSR Act or the Investment Canada Actother Antitrust Laws. Either Party party may, as it deems advisable and necessary, reasonably, reasonably designate any competitively sensitive material provided to the other Party party under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. This Section 7.1(a.
(b) does not apply in respect of Taxes. Each of the Company and the Buyer shall use its commercially reasonable efforts to obtain Investment Canada Act Clearance and to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws or the Investment Canada ActLaws. If any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction under is in violation of any Antitrust Law or the Investment Canada ActLaw, each of the Company and the Buyer shall use its, and shall cause its Affiliates to use their, their respective, commercially reasonable best efforts to contest and resist any such Action, 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 Contemplated Transactions, or to obtain Investment Canada Act Clearance, including by pursuing all available avenues of administrative and judicial appeal or judicial review and all available legislative action, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. The Buyer shall use its, and shall cause its Affiliates to use their respective, commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement, the it is expressly understood and agreed that, while Buyer and its Affiliates are obligated to litigate or contest any administrative or judicial Action, Order or any decree, Buyer and its Affiliates shall not be obligated to under any obligation to: (i) agree to any hold separate orders, trust or accept any terms or conditions that would require the Buyer to otherwise, (iii) license, sell, divest divest, or otherwise dispose of any subsidiaries, operations, divisions, specific assets, customers or categories of assets, product lines lines, or businesses of the Buyer or its Affiliates (whether now owned or hereafter acquired by the Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (iiiii) terminate any existing operations, relationships or contractual rights and obligations of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iiiiv) amend or terminate any licenses or other intellectual property agreements of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries and or (ivv) take actions or make behavioral commitments that may limit the Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ rights of ownership in, one or more of its operations, divisions, businesses, product lines, customers or assets in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the transactions contemplated by this Agreement or the Transition Services Agreement. Neither the Company nor any of its Affiliates shall agree to commit to any action described in the foregoing sentence without the prior written approval of and direction by the BuyerContemplated Transactions.
(bc) The Buyer and the Company shall cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, with any Governmental Body is required in connection with the consummation of the Contemplated Transactions and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. This Section 7.1(b) does not apply in respect of Taxes.
(cd) Notwithstanding the foregoing, nothing herein shall require the Company or its Subsidiaries to take any action of the type described in the penultimate last sentence of Section 7.1(a7.1(b), or to make any commitment with respect to any such action, in each case, which would bind the Company or any of its Subsidiaries prior to the Closing or in the event the Contemplated Transactions do not occur.
(e) The Buyer shall not, and shall not permit any of its Affiliates to, take any action with the intention to, or that could reasonably be expected to (including by way of acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire or making any investment in any assets, or agreeing to a commercial or strategic relationship with any Person) (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions or (iii) materially delay the consummation of the Contemplated Transactions.
Appears in 1 contract
Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act and the Buyer shall make or cause to be made the Investment Canada Act Notification, both other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and, in any event, within ten fifteen (1015) Business Days after the date hereof in the case of all filings required under the HSR ActAct and as promptly as practicable in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest as promptly as reasonably practicable date with any request under the HSR Act or the Investment Canada Act other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), ) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Investment Review Division of Innovation, Science and Economic Development Canada (“IRD”) or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transactionstransaction, and (iii) reasonably cooperate with each other and consult with each other in advance and consider in good faith the views of the other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division, IRD Division or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transaction. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the Company acknowledge and agree that they shall each pay (or if applicable, reimburse the other Party) half payment of all filing fees for the filings under the HSR Act or under any other applicable Antitrust Laws or the Investment Canada ActLaws. Each Party party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Antitrust Law or the Investment Canada Act in connection with the Contemplated Transactions. Each Party party shall promptly inform the other Party party hereto of any substantive material oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings. Neither Party party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other Party party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the Parties parties hereto will reasonably consult in advance and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party party hereto relating to proceedings under the HSR Act or the Investment Canada Actother Antitrust Laws. Either Party party may, as it deems advisable and necessary, reasonably, designate any competitively sensitive material provided to the other Party party under this Section 7.1 6.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. This Section 7.1(a.
(b) does not apply in respect of Taxes. Each of the Company and the Buyer shall use its commercially reasonable best efforts to obtain Investment Canada Act Clearance and to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws or the Investment Canada ActLaws. If any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction under is in violation of any Antitrust Law or the Investment Canada ActLaw, each of the Company and the Buyer shall use its, and shall cause its Affiliates to use their, respective, reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of the Contemplated Transactions, or to obtain Investment Canada Act Clearance, including by pursuing all available avenues of administrative and judicial appeal or judicial review and all available legislative actionappeal, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. The Buyer shall use its, and shall cause its Affiliates to use their respective, reasonable best efforts to take such action as may be required to obtain the required approvals and cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, and in any event, no later than to allow the Closing to occur prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, in connection with and without limiting the foregoing, the Buyer shall, and shall not cause its Affiliates to, take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be obligated asserted by any federal, state or local and non-United States antitrust or competition authority, so as to agree enable the parties to close the Contemplated Transactions as expeditiously as practicable, including committing to or accept any terms effecting, by consent decree, hold separate orders, trust or conditions that would require the Buyer to otherwise (i) license, sell, divest divest, or otherwise dispose of any subsidiaries, operations, divisions, specific assets, customers or categories of assets, product lines lines, or businesses of the Buyer or its Affiliates (whether now owned or hereafter acquired by the Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (ii) terminate any existing operations, relationships or contractual rights and obligations of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iii) amend or terminate any licenses or other intellectual property agreements of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries and (iv) take actions or make behavioral commitments that may limit the Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ freedom of action, rights of ownership or control in, one or more of its operations, divisions, businesses, product lines, customers or assets in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the transactions Contemplated Transactions (each action contemplated by this Agreement or the Transition Services Agreement. Neither the Company nor any of its Affiliates shall agree to commit to any action described in the foregoing sentence without clauses (i)-(iv), a “Divestiture Action”); provided, however, notwithstanding the foregoing, nothing in this Agreement shall require Buyer or its Affiliates to take or commit to take any Divestiture Action that, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of either (A) Buyer and its Affiliates, taken as a whole or (B) the Sold Companies and the Sold Subsidiaries, taken as a whole; provided, further, that in determining whether any Divestiture Action, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect, Schedule C shall apply. Buyer shall have the right to determine, direct and control the strategy and process by which the parties will seek approvals under Antitrust Laws, provided that Buyer shall exercise such authority in full compliance with the Company’s consultation, participation and other rights, and Buyer’s obligations, in each case as set forth in this Section 6.1, and for the avoidance of doubt, Buyer shall consult with the Company and consider in good faith the views of the Company prior written approval of and direction by to entering into any agreement, arrangement, undertaking or understanding (oral or written) with any Governmental Body under the BuyerAntitrust Laws with respect to the Contemplated Transactions.
(bc) The Buyer and the Company shall cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the Contemplated Transactions Transactions, and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. This Section 7.1(b) does not apply in respect of Taxes.
(c) Notwithstanding the foregoing, the Company shall be solely responsible for obtaining any required consents and sending any required notices pursuant to or under the FCC Act with respect to the CyTerra Business in connection with the consummation of the Contemplated Transactions.
(d) None of the Buyer nor its Affiliates shall take any action that would reasonably be expected to materially delay or increase the likelihood of not obtaining the applicable action, nonaction, waiver, clearance, consent or approval under the HSR Act or other Antitrust Laws or materially delay or decrease the likelihood of consummation of any of the Contemplated Transactions. Notwithstanding anything to the contrary set forth in the foregoing, nothing herein in Section 6.1(b) shall require Buyer, the Company or its Subsidiaries any of their respective Affiliates to take any action of the type described in the penultimate sentence of Section 7.1(a), or to make any commitment with respect to any such action, in each case, which would bind Buyer, the Company or any of its Subsidiaries prior to the Closing or their respective Affiliates in the event the Contemplated Transactions do not occur.
Appears in 1 contract
Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act and the Buyer shall make or cause to be made the Investment Canada Act Notification, both other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and, in any event, within ten (10) 10 Business Days after the date hereof in the case of all filings required under the HSR ActAct and within two weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or the Investment Canada Act other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Investment Review Division of Innovation, Science and Economic Development Canada (“IRD”) or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transactions, and (iii) reasonably cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division, IRD Division or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transaction. The Buyer and the Company acknowledge and agree that they shall each pay (or if applicable, reimburse the other Party) half of all filing fees for the filings under the HSR Act or under any other applicable Antitrust Laws or the Investment Canada Act. Each Party party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Antitrust Law or the Investment Canada Act in connection with the Contemplated Transactions. Each Party party shall promptly inform the other Party party hereto of any substantive oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filingsfilings or any such transaction. Neither Party party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other Party party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the Parties parties hereto will reasonably consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party party hereto relating to proceedings under the HSR Act or the Investment Canada Actother Antitrust Laws. Either Party party may, as it deems advisable and necessary, reasonably, designate any competitively sensitive material provided to the other Party party under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. This Section 7.1(a.
(b) does not apply in respect of Taxes. Each of the Company and the Buyer shall use its commercially reasonable best efforts to obtain Investment Canada Act Clearance and to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws or the Investment Canada ActLaws. If In connection therewith, if any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction under is in violation of any Antitrust Law or the Investment Canada ActLaw, each of the Company and the Buyer shall cooperate and use its, and shall cause its Affiliates to use their, respective, reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of the Contemplated Transactions, or to obtain Investment Canada Act Clearance, including by pursuing all available avenues of administrative and judicial appeal or judicial review and all available legislative actionappeal, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. Notwithstanding anything to Each of the contrary in this Agreement, Company and the Buyer shall not use its best efforts to take such action as may be obligated required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of the Company and the Buyer agree to use its best efforts to take promptly any and all steps necessary to avoid or accept eliminate each and every impediment under any terms Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or conditions that would require competition authority, so as to enable the Buyer parties to (i) licenseclose the Contemplated Transactions as expeditiously as possible, sellincluding committing to or effecting, divest by consent decree, hold separate orders, trust or otherwise dispose otherwise, the sale or disposition of any subsidiaries, operations, divisions, specific assets, customers or categories such of assets, product lines its assets or businesses of the Buyer or its Affiliates (whether now owned or hereafter acquired by the Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (ii) terminate any existing operations, relationships or contractual rights and obligations of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iii) amend or terminate any licenses or other intellectual property agreements of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries and (iv) take actions or make behavioral commitments that may limit the Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ rights of ownership in, one or more of its operations, divisions, businesses, product lines, customers or assets as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the transactions contemplated by this Agreement or the Transition Services Agreement. Neither the Company nor any of its Affiliates shall agree to commit to any action described in the foregoing sentence without the prior written approval of and direction by the BuyerContemplated Transactions.
(bc) The Buyer and the Company shall reasonably cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the Contemplated Transactions and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. This Section 7.1(b) does not apply Subject to the terms and conditions set forth in respect of Taxes.
(c) Notwithstanding the foregoingthis Agreement, nothing herein shall require the Company or its Subsidiaries to take any action each of the type described in the penultimate sentence of Section 7.1(a)parties hereto shall use its commercially reasonable efforts to take, or cause to make be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable, as promptly as practicable, to transfer (or, if not transferable, reissue) to Buyer any commitment with respect to any such action, in each case, which would bind Environmental Permits required for the Company or any lawful operation of its Subsidiaries prior to the Real Property and the Business as of the Initial Closing or in the event the Contemplated Transactions do not occurDate.
Appears in 1 contract
