Common use of Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act Clause in Contracts

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreement, each of the Parties shall use reasonable best efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to: (1) effect all applicable registrations, filings and notices with or to Governmental Entities, and (2) otherwise comply in all material respects with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement. Each of the Parties shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality or effect of Section 4.1(a), as promptly as practicable after the date of this Agreement and in any event before or on the seventh Business Day after the date of this Agreement, U.S. Seller and Buyer each shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification and report forms relating to the transactions contemplated by this Agreement as required by the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in their respective notification and report forms early termination of the Xxxx-Xxxxx-Xxxxxx Act waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) use its reasonable best efforts to obtain promptly any clearance required under the Xxxx-Xxxxx-Xxxxxx Act and any other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (2) use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law, or regulation or rule, that may be asserted by any Governmental Entity, or any other Person, with respect to the transactions contemplated by this Agreement so as to enable the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) promptly inform the other Parties of any communication with any Governmental Entity regarding the transactions contemplated by this Agreement, and (3) keep the other parties informed as to the status of any such proceeding or communication. Each Party shall consult and cooperate with each other in connection with any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating to the transactions contemplated by this Agreement. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of Buyer and U.S. Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (f) For purposes of Sections 4.1(a), (c) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to any and all consent decrees, divestitures, sales, dispositions, licenses, or hold-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approval.

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreementhereof, including Section 4.1(b), each of the Parties shall use commercially reasonable best efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using commercially reasonable best efforts to: (1i) obtain all Governmental Consents and Third Party Consents, (ii) effect all applicable registrations, filings and notices with or to Governmental Entities, Filings and (2iii) otherwise comply in all material respects with all applicable Applicable Laws in connection with the consummation of the transactions contemplated by this Agreement. Each of the Parties shall promptly notify each of the other Party Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, each of the Parties shall (or effect shall cause the appropriate Affiliate thereof to) (i) within ten (10) Business Days of Section 4.1(a), as promptly as practicable after the date of this Agreement hereof file any Notification and in any event before or on the seventh Business Day after the date of this Agreement, U.S. Seller Report Forms and Buyer each shall related material that it may be required to file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification and report forms relating to the transactions contemplated by this Agreement as required by under the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in their respective notification and report forms (ii) use reasonable commercial efforts to obtain an early termination of the Xxxx-Xxxxx-Xxxxxx Act applicable waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) use its reasonable best efforts to obtain promptly any clearance required period under the Xxxx-Xxxxx-Xxxxxx Act Act, (iii) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (iv) promptly make any other Antitrust Laws for the consummation filings or submissions required under any applicable foreign antitrust or trade regulation law. Each of the transactions contemplated by this Agreement and Parties shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (2) use its commercially reasonable best efforts to avoid or eliminate resolve any impediment under any Antitrust Law, or regulation or rule, objections that may be asserted by any Governmental Entity, or any other Person, with respect to the transactions contemplated by this Agreement so as to enable the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated hereby, and, to the extent permitted by this AgreementApplicable Law, shall cooperate with each other to take all other procedural actions required in order to obtain any necessary Governmental Consents or to cause any applicable waiting periods to commence and expire or be terminated. Notwithstanding the foregoing, none of the Buyers shall be required to consent to the divestiture, license or other disposition or holding separate (2through the establishment of a trust or otherwise) promptly inform the other Parties of any communication with of its assets or any Acquired Assets nor shall any Seller consent to the same or to any alternation of the practice of the Business or use of the Acquired Assets, and none of the Buyers shall have an obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Entity regarding or any other Person respecting the transactions contemplated by this Agreement, and (3) keep . Each of the Parties shall promptly inform each other parties informed as to the status of any material communication given or received by such proceeding Party from the Federal Trade Commission, the Antitrust Division of the Department of Justice or communication. Each Party shall consult and cooperate with any other Governmental Entity, or to or from any other Person (other than any Affiliate or representative of such Party) in any private proceeding, in each other in connection with case regarding any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating to the transactions contemplated by this Agreement. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of Buyer and U.S. Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. hereby (funless the provision of such information would (1) For purposes violate the provisions of Sections 4.1(a), any Applicable Law (cincluding without limitation those relating to security clearance or export controls) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to or any and all consent decrees, divestitures, sales, dispositions, licensesconfidentiality agreement, or hold(2) cause the loss of the attorney-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approvalclient privilege with respect thereto).

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreementhereof, including Section 4.1(b), each of the Parties shall use reasonable best commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable best commercial efforts to: (1i) obtain all waivers, permits, consents, approvals or other authorizations from Governmental Entities and other third parties (the "Third Party Consents"), (ii) effect all applicable registrations, filings and notices with or to Governmental Entities, Entities (the "Governmental Filings") and (2iii) otherwise comply in all material respects with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. The Buyer shall bear any out-of-pocket costs associated with obtaining such Third Party Consents. Each of the Parties Party shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, each Party shall (or effect of Section 4.1(a), as shall cause the appropriate Affiliate thereof to) (i) promptly as practicable after the date of this Agreement file any Notification and in any event before or on the seventh Business Day after the date of this Agreement, U.S. Seller Report Forms and Buyer each shall related material that it may be required to file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification and report forms relating to the transactions contemplated by this Agreement as required by under the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in their respective notification and report forms (ii) use reasonable commercial efforts to obtain an early termination of the Xxxx-Xxxxx-Xxxxxx Act applicable waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) use its reasonable best efforts to obtain promptly any clearance required period under the Xxxx-Xxxxx-Xxxxxx Act and any other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or requests for additional information from any governmental entities and shall comply promptly with any such inquiry or requestAct, (2iii) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (iv) promptly make any filings or submissions required under any applicable foreign antitrust or trade regulation law. Each Party shall use its reasonable best commercial efforts to avoid or eliminate resolve any impediment under any Antitrust Law, or regulation or rule, objections that may be asserted by any Governmental Entity, or any other Person, with respect to the transactions contemplated by this Agreement so as to enable the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by this Agreement, (2) any Governmental Entity. Each Party shall promptly inform the other Parties of any material communication with received by such Party from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity regarding the transactions contemplated by this Agreement, and (3) keep the other parties informed as to the status of any such proceeding or communication. Each Party shall consult and cooperate with each other in connection with any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating to the transactions contemplated by this Agreement. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of Buyer and U.S. Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreementhereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto). (f) For purposes of Sections 4.1(a), (c) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to any and all consent decrees, divestitures, sales, dispositions, licenses, or hold-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approval.

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreementhereof, including Sections 4.1(b) and 4.1(c), each of the Parties shall use reasonable best commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable best commercial efforts to: : (1i) effect obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Seller or the Buyer in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (ii) notwithstanding (i) above, the Seller shall use reasonable commercial efforts to take all applicable registrationsactions and do all things reasonably necessary or advisable to obtain from any third party any consents, filings licenses, permits, waivers, approvals, authorizations or orders required to be obtained in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (collectively, the "Third Party Consents"), and the Buyer agrees to reasonably cooperate in obtaining any Third Party Consents upon request of the Seller; (iii) make all necessary filings, registrations and notices (collectively, the "Governmental Filings"), and thereafter make any other required submissions, with respect to this Agreement required under (A) the Xxxx-Xxxxx-Xxxxxx Act, the Xxxxxxx Antitrust Act of 1890, as amended, the Xxxxxxx Act of 1914, as amended, the Federal Trade Commission Act of 1914, as amended, and any other federal, state or foreign law, regulation or decree designed to Governmental Entitiesprohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws") and any related governmental request thereunder, and (2B) otherwise comply any other similar applicable law (domestic or foreign); (iv) use reasonable commercial efforts in all material respects with all applicable Laws in connection with the defense of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Subject to Section 4.1(c), the Seller shall bear any out-of-pocket costs associated with obtaining such waivers, permits, consents, approvals or other authorizations. Each The Seller and the Buyer shall cooperate with each other in connection with the making of all such filings. The Seller and the Parties Buyer shall promptly notify the use their respective reasonable commercial efforts to furnish to each other Party of all information required for any factapplication or other filing to be made pursuant to any applicable law, condition rules or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of regulations in connection with the transactions contemplated by this Agreement. (bc) Without limiting Subject to the generality or effect of Section 4.1(a)terms hereof, as promptly as practicable after the date of this Agreement and in any event before or on the seventh Business Day after the date of this Agreement, U.S. Seller and Buyer each shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification Seller agree to cooperate and report forms relating to the transactions contemplated by this Agreement as required by the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in use their respective notification and report forms early termination of the Xxxx-Xxxxx-Xxxxxx Act waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) use its reasonable best commercial efforts to obtain promptly any clearance government clearances or approvals required for Closing under the Xxxx-Xxxxx-Xxxxxx Act and Antitrust Laws, to respond to any other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or government requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (2) use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law, or regulation or rule, that may be asserted by any Governmental Entity, or any other Person, with respect to the transactions contemplated by this Agreement so as to enable the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) promptly inform the other Parties of any communication with any Governmental Entity regarding the transactions contemplated by this Agreement, and (3) keep the other parties informed as to the status of any such proceeding or communication. Each Party shall consult and cooperate with each other in connection with any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating to the transactions contemplated by this Agreement. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of Buyer and U.S. Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action action, including any legislative, administrative or proceeding judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, order (whether temporary, preliminary or permanent, ) (an "Antitrust Order") that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the transactions contemplated by this Agreement under any Antitrust Law or which is otherwise required to consummate the transactions contemplated by this Agreement. . The Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to any Antitrust Law. In furtherance and not in limitation of the foregoing, each of the Buyer and the Seller agrees to make an appropriate filing of a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Act (fand to make such other filings as are required under the Antitrust Laws) For purposes of Sections 4.1(awith respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the Xxxx-Xxxxx-Xxxxxx Act (or pursuant to other Antitrust Laws). The Buyer shall bear the filing fees associated with such filings under the Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust or trade regulation laws. Each Party will consult with counsel for the other Parties as to, (cand will permit such counsel to participate fully in, any litigation referred to in this Section 4.1(c) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to any and all consent decrees, divestitures, sales, dispositions, licenses, or hold-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approvalin Section 4.1(a)(iii) above.

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreementhereof, including Sections 4.1(b) and 4.1(c), each of the Parties shall use reasonable best commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable best commercial efforts to: : (1i) effect obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Seller or the Buyer in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (ii) notwithstanding (i) above, the Seller shall use reasonable commercial efforts to take all applicable registrationsactions and do all things reasonably necessary or advisable to obtain from any third party any consents, filings licenses, permits, waivers, approvals, authorizations or orders required to be obtained in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (collectively, the “Third Party Consents”), and the Buyer agrees to reasonably cooperate in obtaining any Third Party Consents upon request of the Seller; (iii) make all necessary filings, registrations and notices (collectively, the “Governmental Filings”), and thereafter make any other required submissions, with respect to this Agreement required under (A) the Xxxx-Xxxxx-Xxxxxx Act, the Xxxxxxx Antitrust Act of 1890, as amended, the Xxxxxxx Act of 1914, as amended, the Federal Trade Commission Act of 1914, as amended, and any other federal, state or foreign law, regulation or decree designed to Governmental Entitiesprohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”) and any related governmental request thereunder, and (2B) otherwise comply any other similar applicable law (domestic or foreign); (iv) use reasonable commercial efforts in all material respects with all applicable Laws in connection with the defense of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Subject to Section 4.1(c), the Seller shall bear any out-of-pocket costs associated with obtaining such waivers, permits, consents, approvals or other authorizations. Each The Seller and the Buyer shall cooperate with each other in connection with the making of all such filings. The Seller and the Parties Buyer shall promptly notify the use their respective reasonable commercial efforts to furnish to each other Party of all information required for any factapplication or other filing to be made pursuant to any applicable law, condition rules or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of regulations in connection with the transactions contemplated by this Agreement. (bc) Without limiting Subject to the generality or effect of Section 4.1(a)terms hereof, as promptly as practicable after the date of this Agreement and in any event before or on the seventh Business Day after the date of this Agreement, U.S. Seller and Buyer each shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification Seller agree to cooperate and report forms relating to the transactions contemplated by this Agreement as required by the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in use their respective notification and report forms early termination of the Xxxx-Xxxxx-Xxxxxx Act waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) use its reasonable best commercial efforts to obtain promptly any clearance government clearances or approvals required for Closing under the Xxxx-Xxxxx-Xxxxxx Act and Antitrust Laws, to respond to any other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or government requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (2) use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law, or regulation or rule, that may be asserted by any Governmental Entity, or any other Person, with respect to the transactions contemplated by this Agreement so as to enable the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) promptly inform the other Parties of any communication with any Governmental Entity regarding the transactions contemplated by this Agreement, and (3) keep the other parties informed as to the status of any such proceeding or communication. Each Party shall consult and cooperate with each other in connection with any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating to the transactions contemplated by this Agreement. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of Buyer and U.S. Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action action, including any legislative, administrative or proceeding judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, order (whether temporary, preliminary or permanent, ) (an “Antitrust Order”) that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the transactions contemplated by this Agreement under any Antitrust Law or which is otherwise required to consummate the transactions contemplated by this Agreement. . The Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to any Antitrust Law. In furtherance and not in limitation of the foregoing, each of the Buyer and the Seller agrees to make an appropriate filing of a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Act (fand to make such other filings as are required under the Antitrust Laws) For purposes of Sections 4.1(awith respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the Xxxx-Xxxxx-Xxxxxx Act (or pursuant to other Antitrust Laws). The Buyer shall bear the filing fees associated with such filings under the Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust or trade regulation laws. Each Party will consult with counsel for the other Parties as to, (cand will permit such counsel to participate fully in, any litigation referred to in this Section 4.1(c) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to any and all consent decrees, divestitures, sales, dispositions, licenses, or hold-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approvalin Section 4.1(a)(iii) above.

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreementhereof, including, without limitation, Section 4.1(b), each of the Parties shall use commercially reasonable best efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable best efforts to: (1i) effect all applicable registrationsGovernmental Filings, filings (ii) obtain all consents, approvals, authorizations and notices actions or non-actions required for or in connection with or to Governmental Entitiesthe consummation of the transactions contemplated hereby, and (2iii) otherwise comply in all material respects with all applicable Laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each of the Parties shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or unreasonably delay the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality or effect of Section 4.1(athe foregoing paragraph (a), as each of the Parties shall (or shall cause the appropriate Affiliate thereof to): (i) promptly as practicable after the date of this Agreement (and in any event before or on the seventh within five (5) Business Day after Days of the date of this Agreement, U.S. Seller ) file any notification and Buyer each shall report forms and related material that it may be required to file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification and report forms relating to the transactions contemplated by this Agreement as required by the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in their respective notification and report forms early termination of under the Xxxx-Xxxxx-Xxxxxx Act waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may such filing fee to be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required paid by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(aBuyer), each Party shall (1ii) use its commercially reasonable best efforts to obtain promptly any clearance required an early termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act and (iii) as promptly as practicable after the date hereof make any filings or submissions required under any other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (2) use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law, or regulation or rule, that may be asserted by any Governmental Entity, or any other Person, with respect Laws. Filing fees payable to the transactions contemplated by this Agreement so as to enable U.S. Treasury under the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and shall be borne by the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) promptly inform the other Parties of any communication with any Governmental Entity regarding the transactions contemplated by this Agreement, and (3) keep the other parties informed as to the status of any such proceeding or communicationBuyer. Each Party shall consult and cooperate with each other in connection with any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating to the transactions contemplated by this Agreement. (e) In the event that If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of any Antitrust Law, or if any judgment or law enacted, entered, promulgated or enforced by a Governmental Entity or private party challenging that would make the transactions contemplated by this Agreementhereby illegal or would otherwise prohibit or materially impair or delay the consummation of transactions contemplated hereby, each of the Buyer and U.S. Seller shall cooperate use such efforts as are commercially reasonable, in all respects with each other and use its respective reasonable best efforts the Buyer’s sole judgment, to contest and resist any such action or proceeding and proceeding. The Seller shall cooperate with the Buyer in all respects in the Buyer’s implementation of any of the measures taken pursuant to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is the preceding sentence in effect and that prohibits, prevents or restricts order to permit consummation of the transactions contemplated by hereby. Notwithstanding the foregoing, nothing in this Section 4.1 shall require, or be construed to require, the Buyer or any of its Affiliates to agree to: (i) sell, hold separate, divest, discontinue or limit, before or after the Closing Date, the Acquired Assets or any assets, businesses or interests of the Buyer, any of its Affiliates or Raydex; (ii) any material conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests; or (iii) any material modification or waiver of the terms and conditions of this Agreement. Each of the Parties shall promptly inform each other of any material communication received by such Party from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated hereby. (f) For purposes of Sections 4.1(a), (c) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to any and all consent decrees, divestitures, sales, dispositions, licenses, or hold-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approval.

Closing Efforts; Xxxx-Xxxxx-Xxxxxx Act. (a) Subject to the terms of this Agreement, each Each of the Parties shall use reasonable best commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable best commercial efforts to: to (1i) obtain all waivers, permits, consents, approvals or other authorizations from Governmental Entities and other third parties (the "Third Party Consents"), (ii) effect all applicable registrations, declarations, filings and notices with or to Governmental EntitiesEntities (the "Governmental Filings"), and (2iii) otherwise comply in all material respects with all applicable Laws laws, statutes, orders, decrees, judgments, rules and regulations in connection with the consummation of the transactions contemplated by this Agreement, and (iv) take such other actions as may be reasonably necessary or as another Party may reasonably request to satisfy the conditions set forth in Article V hereof or otherwise to comply with this Agreement. Each of the Parties shall promptly notify each of the other Party Parties of any fact, condition condition, or event known to it that would could reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions transaction contemplated by this Agreementhereby. Each of the Parties shall bear its own costs and expenses associated with obtaining Third Party Consents from Governmental Entities and effecting Governmental Filings. Notwithstanding the foregoing, none of the Parties shall be required to pay any out-of-pocket costs associated with obtaining Third Party Consents from entities other than Governmental Entities; provided that if an out-of-pocket payment is required to obtain a Third Party Consent which is listed on Schedule 5.1(f) or which Raytheon and the Buyer agree is advisable to obtain, Raytheon and the Buyer shall each pay 50% of such out-of-pocket payment. (b) Without limiting the generality of the foregoing, each of the Parties shall (or effect of Section 4.1(a), as shall cause the appropriate Affiliate thereof to) (i) promptly as practicable after the date of this Agreement file any Notification and in any event before or on the seventh Business Day after the date of this Agreement, U.S. Seller Report Forms and Buyer each shall related material that it may be required to file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) notification and report forms relating to the transactions contemplated by this Agreement as required by under the Xxxx-Xxxxx-Xxxxxx Act; provided, that in no event shall the Parties request in their respective notification and report forms (ii) use reasonable commercial efforts to obtain an early termination of the Xxxx-Xxxxx-Xxxxxx Act applicable waiting period. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer each shall (1) supply the other with any additional information which may be required in order to effectuate such filings and (2) supply any additional information which reasonably may be required by the FTC or the DOJ and which the parties may reasonably deem appropriate. As promptly as practicable and in any event prior to any relevant deadline, U.S. Seller and Buyer shall file with any other Governmental Entity any other filings, reports, information, and documentation required for the transactions contemplated by this Agreement pursuant to any other Antitrust Laws. (c) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) use its reasonable best efforts to obtain promptly any clearance required period under the Xxxx-Xxxxx-Xxxxxx Act Act, (iii) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (iv) promptly make any other Antitrust Laws for the consummation filings or submissions required under any applicable foreign antitrust or trade regulation law. Each of the transactions contemplated by this Agreement and Parties shall keep each other apprised on a current basis of the status of any communications with, and any inquiries or requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (2) use its reasonable best commercial efforts to avoid or eliminate resolve any impediment under any Antitrust Law, or regulation or rule, objections that may be asserted by any Governmental Entity, or any other Person, with respect to the transactions contemplated by this Agreement so as to enable the closing of the contemplated transactions to occur expeditiously, (3) use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated by this Agreement would violate any law, or any regulation or rule of any governmental entity, in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent consummation of the transactions contemplated by this Agreement, and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other Party and use its reasonable best efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable Xxxx-Xxxxx-Xxxxxx Act waiting period and the waiting periods under any other Antitrust Law at the earliest practicable dates, such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Entity and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Entities. (d) Without limiting the generality or effect of Section 4.1(a), each Party shall (1) give the other Parties prompt notice of the commencement of any legal or other proceeding by or before any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) promptly inform the other Parties of any communication with any Governmental Entity regarding the transactions contemplated by this Agreementhereby, and (3) keep the other parties informed as to the status of any such proceeding or communication. Each Party shall consult and cooperate with each other in connection with to contest any analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with any proceeding or communication relating challenges to the transactions contemplated hereby by this Agreement. any Governmental Entity. Each of the Parties shall promptly inform each other of any material communication (eand shall send a copy of any such written or electronic communication to the other Parties) In received by such Party from the event that Federal Trade Commission, the Antitrust Division of the Department of Justice or any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a other Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of Buyer and U.S. Seller shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist regarding any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto); provided that each such Party shall use its reasonable commercial efforts to promptly communicate to the other Parties the substance of any such material communication, whether by this Agreementredacting parts of such material communication or otherwise, so that such communication would not violate applicable laws or regulations or cause the loss of the attorney-client privilege with respect thereto. (f) For purposes of Sections 4.1(a), (c) and (e), Buyer’s “reasonable best efforts” shall require Buyer to commit to any and all consent decrees, divestitures, sales, dispositions, licenses, or hold-separate orders or similar arrangements or conduct of business arrangements as a condition of obtaining any necessary antitrust approval.