Buyer and the Seller. Parties shall make an appropriate response to any requests for additional information made by any Governmental Entities and shall take all actions reasonably necessary (and not omit or fail to take any action reasonably necessary) to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire at the earliest possible date and in no event any later than necessary to ensure that the Closing will occur no later than the Termination Date (assuming all other conditions to close have been satisfied or will be satisfied at the Closing). Buyer and, with prior written consent of or at the request of Buyer, the Seller Parties, agree to take any and all actions that are reasonably necessary or advisable or as may reasonably be required by any Governmental Entity to expeditiously (and in no event later than the Termination Date) consummate the transactions contemplated by this Agreement, including selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets or facilities; provided, however, that (i) Buyer shall not be required to hold separate, sell, divest or otherwise dispose of Buyer or its Affiliates or any assets or equity interests owned by Buyer or its Affiliates, and (ii) Buyer shall not be required to hold separate, sell, divest, dispose of or otherwise take any action with respect to any entities, assets or facilities of the Company Entities that (A) generated or represented, in the aggregate, an amount equal to five percent (5%) or more of the Company Entities’ consolidated sales for the twelve (12)-month period ended December 30, 2020 or (B) are used or held for use in Buyers’ or the Company Entities’ coatings and cleaning business. For the avoidance of doubt, with regard to any Governmental Entity, none of the Seller Parties, any other Company Entity nor any of their respective Subsidiaries or Affiliates shall, without Buyer’s written consent, discuss or commit to any divestiture transaction, or discuss or commit to alter their businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Buyer’s freedom of action with respect to, or Buyer’s ability to retain, any of the businesses, product lines or assets (whether tangible or intangible) of, any of the Company Entities or otherwise to receive the full benefits of this Agreement.
Buyer and the Seller. Parties agree to act in good faith to resolve any differences between them regarding any apportionment of Taxes required hereunder. In the event that agreement cannot be reached, the Parties will jointly choose an independent certified public accounting firm, whose decision shall be final. The costs of such firm shall be shared equally between the Seller Parties and Buyer. Such apportionment shall be binding on all Parties for all Tax purposes and the Parties hereto agree to prepare and file all Tax Returns in a manner consistent therewith.
Buyer and the Seller. The Seller may consent to any such amendment at any time prior to the Closing with the prior authorization of its board of directors; provided, however, that any amendment effected WPEC has approved this Agreement will be subject to the restrictions contained in the Delaware General Corporation Law. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
