Common use of Competition Filings Clause in Contracts

Competition Filings. (a) In furtherance of the respective obligations of Buyer and Parent contained in Section 4.4, Parent and Buyer shall (i) as promptly as practicable, but in no event later than ten (10) Business Days, following the execution and delivery of this Agreement, file or cause to be filed with the Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form under the HSR Act required for the transactions contemplated hereby, (ii) if required by any Applicable Non-U.S. Antitrust Law, as promptly as practicable following the date of this Agreement, notify the transactions contemplated hereby to any other Governmental Authority with competent jurisdiction to review the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust Laws, (iii) cooperate (and shall cause their respective Affiliates to cooperate) in promptly responding to and promptly providing the information requested by (A) any request for additional information and documentary material under the HSR Act or (B) any requests for information from any Governmental Authority pursuant to any Applicable Non-U.S. Antitrust Law, (iv) seek to terminate any waiting periods under the HSR Act or applicable suspensory periods during which the Closing cannot occur under any other applicable Antitrust Laws as soon as practicable, (v) obtain any required consents or approvals pursuant to any Applicable Non-U.S. Antitrust Law, and (vi) furnish the other party and the other party’s counsel as promptly as practicable with all such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actions. Neither party to this Agreement shall agree to any voluntary extension or delay of any waiting periods or applicable suspensory periods during which the Closing cannot occur under the HSR Act or under any Applicable Non-U.S. Antitrust Law, or otherwise withdraw its notification and report form under either the HSR Act or any Applicable Non-U.S. Antitrust Law, in each case, unless both Parent and Buyer have given their prior written consent to such extension, delay or withdrawal.

Competition Filings. (a) In furtherance of the respective obligations 4.4.1 If required pursuant to applicable Law, each of Buyer and Parent contained in Section 4.4, Parent and Buyer Seller shall (i) as promptly as practicable, but in no event later than ten (10) Business Days, following the execution and delivery of this Agreement, file or cause to be filed as soon as practicable, and with the Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form respect to any filings under the HSR Act required for the transactions contemplated hereby, (ii) if required by any Applicable Non-U.S. Antitrust Law, as promptly as practicable no later than 10 Business Days following the date of this AgreementExecution Date, notify the transactions contemplated hereby to any other Governmental Authority with competent jurisdiction to review the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust Laws, (iii) cooperate (and shall cause their respective Affiliates to cooperate) in promptly responding to and promptly providing the information requested by (A) any request for additional information and documentary material notifications required under the HSR Act and any comparable filing required by the Foreign Competition Laws set forth on Schedule 4.4.1. Thereafter, each of Buyer and Seller shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or (B) any requests for information received from any Governmental Competition Authority pursuant for additional information or documentation and to any Applicable Non-U.S. Antitrust Law, (iv) seek to terminate any cause the waiting periods under the HSR Act to terminate or applicable suspensory periods during which the Closing cannot occur under expire and obtain clearance or approval with respect to any other applicable Antitrust Laws as soon as practicable, (v) obtain any required consents or approvals filings made pursuant to this Section 4.4.1 at the earliest possible date after the date of filing. Buyer and Seller shall notify the other promptly upon the receipt of (a) any Applicable Non-U.S. Antitrust Law, comments or communication it or any of its Affiliates receives from any officials of any Competition Authority in connection with any filings made pursuant to this Section 4.4.1 or otherwise relating to the matters that are the subject of this Agreement and (vib) furnish any request by any officials of any such Competition Authority for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Law. Buyer and Seller shall permit the other party and to review in advance any proposed communication by such Party to any Competition Authority with respect to any filings made pursuant to this Section 4.4.1. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.4.1, Buyer or Seller, as the case may be, will promptly inform the other party’s counsel as promptly as practicable of such occurrence and cooperate in filing with all the applicable Competition Authority such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actionsamendment or supplement. Neither party Buyer, on the one hand, nor Seller, on the other hand, shall (or permit any of their respective Affiliates to) agree to participate in any meeting or other discussion with any Competition Authority in respect of any filings, investigation (including any settlement of the investigation, Litigation or other inquiry) relating to this Agreement shall agree Section 4.4 unless it consults with the other in advance and, to any voluntary extension the extent permitted by such Competition Authority, gives the other the opportunity to attend and participate at such meeting or delay of any waiting periods or applicable suspensory periods during which the Closing cannot occur under the HSR Act or under any Applicable Non-U.S. Antitrust Law, or otherwise withdraw its notification and report form under either the HSR Act or any Applicable Non-U.S. Antitrust Law, in each case, unless both Parent and Buyer have given their prior written consent to such extension, delay or withdrawalother discussion.

Competition Filings. (a) In furtherance of the respective obligations of Buyer and Parent contained in Section 4.4, Parent and Buyer shall (i) as promptly as practicable, but in no event later than ten twenty-one (1021) Business Days, days following the execution and delivery of this Agreement, file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form under required by the HSR Act required for the transactions contemplated hereby, (ii) if required by any Applicable Nonno later than twenty-U.S. Antitrust Law, as promptly as practicable one (21) days following the date execution and delivery of this Agreement, file or provide the first draft of the required Form CO related to notifying the transactions contemplated hereby to the European Commission pursuant to the EMR, (iii) notify the transactions contemplated hereby under Antitrust Laws to any other the applicable Governmental Authority with competent jurisdiction to review Authorities in respect of the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust LawsApprovals set forth on Schedule 4.5(a) of the Disclosure Letter (the “Required Non-U.S. Antitrust Approvals”), (iiiiv) cooperate (and shall cause their respective Affiliates and Representatives to cooperate) in promptly responding to and promptly providing (A) any requests for information from the DOJ or FTC or, if applicable, the information requested by (A) any request Request for additional information Additional Information and documentary material Documentary Material or application under the HSR Act Act, (B) any requests for information from the European Commission pursuant to the EMR, or (BC) any requests for information from any Governmental Authority pursuant to in connection with any Applicable Non-U.S. Antitrust Law, (iv) seek to terminate any waiting periods Approvals under the HSR Act or applicable suspensory periods during which the Closing cannot occur under any other applicable Antitrust Laws as soon as practicable, (v) obtain any required consents or approvals pursuant to any Applicable Non-U.S. Antitrust LawLaws, and (viv) furnish the other party and the other party’s counsel as promptly as practicable with all such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actions. Neither party to this Agreement Buyer nor Parent shall agree to any voluntary extension or delay of any waiting periods or applicable suspensory periods during which the Closing cannot occur under the HSR Act Act, the EMR or under in respect of any Applicable Required Non-U.S. Antitrust LawApproval, or otherwise withdraw its notification and report form under either the HSR Act Act, the EMR or in respect of any Applicable Required Non-U.S. Antitrust Law, in each caseApproval, unless both Parent and Buyer have given their prior written consent to such extension, delay or withdrawal.

Competition Filings. (a) In furtherance of the respective obligations of Buyer and Parent Seller contained in Section 4.4, Parent Seller and Buyer shall (ia) as promptly as practicable, but in no event later than ten (10) Business Days, following the execution and delivery of this Agreement, file or cause to be filed with the Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form under the HSR Act required for the transactions contemplated hereby, (iib) if required by any Applicable Non-U.S. Antitrust Law, as promptly as practicable following the date of this Agreementprepare and file or cause to be filed all Non-US Antitrust Approvals, notify the transactions contemplated hereby (c) cooperate in responding promptly to any other Governmental Authority with competent jurisdiction to review the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust Laws, (iii) cooperate (Request for Additional Information and shall cause their respective Affiliates to cooperate) in promptly responding to and promptly providing the information requested by (A) any request for additional information and documentary material Documentary Material under the HSR Act or (B) any requests other request for further information from any Governmental Authority pursuant to any Applicable Non-U.S. Antitrust Lawin respect of such filings and the transactions contemplated by this Agreement, (ivd) seek to terminate any waiting periods under the HSR Act or applicable suspensory periods during which the Closing cannot occur under any other applicable to Non-US Antitrust Laws Approvals as soon as practicable, (v) obtain any required consents or approvals pursuant to any Applicable Non-U.S. Antitrust Law, practicable and (vie) furnish the other party and the other party’s counsel as promptly as practicable with all such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actions. Neither Subject to the terms and conditions herein provided and without limiting the foregoing, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ or any other Governmental Authority may assert under Antitrust Laws with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as expeditiously possible. In furtherance thereof, the parties agree that if any administrative or judicial action or proceeding, including any action or proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement shall agree to any voluntary extension or delay as violative of any waiting periods or applicable suspensory periods during which the Closing cannot occur under the HSR Act or under any Applicable Non-U.S. Antitrust Law, Seller and Buyer shall cooperate in all respects with each other and shall use their respective best efforts to contest and resist any such action or otherwise withdraw its notification proceeding and report form under either 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 HSR Act transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event will Buyer, the Transferred Companies or any Applicable Non-U.S. of their respective Affiliates be required to make any proposals, execute or carry out any agreements or submit to any Antitrust Law seeking to impose any limitations on the ability of Buyer, the Transferred Companies or any of their respective Affiliates to acquire, operate or hold, or to require Buyer, the Transferred Companies or any of their respective Affiliates to dispose of or hold separate, any portion of their assets or business. Subject to applicable Law, in each casethe preservation of the attorney-client privilege and the instructions of any Governmental Authority, unless both Parent Seller and Buyer have given shall each keep the other informed of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications between Seller or Buyer, as the case may be, or any of their prior written consent respective Affiliates (with any competitively sensitive information being provided on an external counsel basis only), and any third party and/or any Governmental Authority with respect to such extensiontransactions. Seller and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, delay and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority with respect to such transaction. Seller and Buyer each agree not to participate in any substantive meeting or withdrawaldiscussion, either in person or by telephone, with any Governmental Authority in connection with Buyer’s proposed purchase of the Transferred Companies unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate.

Competition Filings. (a) Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated herein as soon as practicable after the date hereof, including (i) preparing and filing or pre-filing where required as the case may be, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documents necessary to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, approvals and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the transactions contemplated herein (“Competition Filings”) and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, authorizations and approvals. In furtherance of the respective obligations foregoing, each Party agrees to cause its ultimate parent entity make an appropriate filing of Buyer a Notification and Parent contained in Section 4.4, Parent and Buyer shall Report Form pursuant to the HSR Act with respect to the transactions contemplated herein (i“HSR Filing”) as promptly as practicable, but and in no any event later than within ten (10) Business DaysDays after the date hereof (unless a later date is mutually agreed between the Parties), following the execution and delivery of this Agreement, file or cause to be filed with the Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form under the HSR Act required for the transactions contemplated hereby, (ii) if required by any Applicable Non-U.S. Antitrust Law, supply as promptly as practicable following the date of this Agreement, notify the transactions contemplated hereby to and advisable any other Governmental Authority with competent jurisdiction to review the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust Laws, (iii) cooperate (and shall cause their respective Affiliates to cooperate) in promptly responding to and promptly providing the information requested by (A) any request for additional information and documentary material under that may be requested in connection with the HSR Act Filing and to take all other actions necessary to cause the expiration or (B) any requests for information from any Governmental Authority pursuant to any Applicable Non-U.S. Antitrust Law, (iv) seek to terminate any termination of the applicable waiting periods under the HSR Act with respect to the contemplated transaction as soon as reasonably practicable. Also in furtherance of the foregoing, each Party agrees to make, as soon as reasonably practicable, but no later than thirty (30) Business Days after the date hereof (unless a later date is mutually agreed between the Parties or unless an earlier date is required by applicable suspensory periods during which Laws) such other appropriate Competition Filings with respect to jurisdictions outside the Closing cannot occur United States as are reasonably necessary under any applicable Laws regarding competitive or antitrust matters or relating to the control or approval of mergers or other business combinations as may be in effect in any applicable Antitrust Laws jurisdiction (together with the HSR Act, “Competition Laws”) to obtain all waiting period expirations or terminations, consents, clearances, waivers, authorizations and approvals required for the consummation of the transactions contemplated herein, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested in connection with any such Competition Filing, and to take all other actions necessary to cause any approval or clearance to be obtained in connection with any such Competition Filing as soon as practicable, (v) obtain any required consents or approvals pursuant to any Applicable Non-U.S. Antitrust Law, and (vi) furnish the other party and the other party’s counsel as promptly as practicable with all such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actions. Neither party to this Agreement shall agree to any voluntary extension or delay of any waiting periods or applicable suspensory periods during which the Closing cannot occur under the HSR Act or under any Applicable Non-U.S. Antitrust Law, or otherwise withdraw its notification and report form under either the HSR Act or any Applicable Non-U.S. Antitrust Law, in each case, unless both Parent and Buyer have given their prior written consent to such extension, delay or withdrawal.

Competition Filings. (a) In furtherance of the respective obligations of Buyer and Parent Seller contained in Section 4.4, Parent Seller and Buyer shall (i) as promptly as practicable, but in no event later than ten (10) Business Days, following the execution and delivery of this Agreement, file or cause to be filed with the Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) required for the transactions contemplated hereby, (ii) if required by any Applicable Non-U.S. Antitrust Law, as promptly as practicable following the date of this Agreement, notify the transactions contemplated hereby to any other Governmental Authority with competent jurisdiction to review the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust Laws, (iii) cooperate (and shall cause their respective Affiliates to cooperate) in promptly responding to and promptly providing the information requested by (A) any request for additional information and documentary material under the HSR Act Act, or (B) any requests for information from any Governmental Authority pursuant to any Applicable Non-U.S. Antitrust Law, (iv) seek to terminate any waiting periods under the HSR Act or applicable suspensory periods during which the Closing cannot occur under any other applicable Antitrust Laws as soon as practicable, (v) use reasonable best efforts to obtain any required consents or approvals pursuant to any Applicable Non-U.S. Antitrust Law, and (vi) furnish the other party and the other party’s counsel as promptly as practicable with all such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actions. Neither party to this Agreement shall agree to any voluntary extension or delay of any waiting periods or applicable suspensory periods during which the Closing cannot occur under the HSR Act or under any Applicable Non-U.S. Antitrust Law, or otherwise withdraw its notification and report form under either the HSR Act or any Applicable Non-U.S. Antitrust Law, in each case, unless both Parent Seller and Buyer have given their prior written consent to such extension, delay or withdrawal.

Competition Filings. (a) In furtherance of the respective obligations 4.4.1 Each of Buyer and Parent contained in Section 4.4Seller (or, Parent and Buyer if applicable, their respective ultimate parent entities) shall (i) as promptly as practicable, but in no event later than ten (10) Business Days, following the execution and delivery of this Agreement, file or cause to be filed with as soon as practicable but in any event no later than 30 calendar days following the Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) the initial notification and report form Effective Date, all filings required under the HSR Act required for in respect of the transactions contemplated herebyhereby and, (ii) if required by any Applicable Non-U.S. Antitrust pursuant to applicable Law, any notifications required under any other applicable Competition Laws. In connection with such filings, each of Buyer and Seller hereby agree to expressly request early termination of all applicable waiting periods required under the HSR Act and any other applicable Competition Law. Thereafter, each of Buyer and Seller shall use commercially reasonable efforts to respond in good faith as promptly as practicable following the date of this Agreement, notify the transactions contemplated hereby to any other Governmental Authority with competent jurisdiction to review the transactions contemplated hereby pursuant to such Applicable Non-U.S. Antitrust Laws, (iii) cooperate (and shall cause their respective Affiliates to cooperate) in promptly responding to and promptly providing the information requested by (A) any request for additional information and documentary material under the HSR Act inquiries or (B) any requests for information received from any Governmental Authority pursuant for additional information or documentation and to any Applicable Non-U.S. Antitrust Law, (iv) seek to terminate any request and cause the approval waiting periods under applicable Competition Laws to terminate or expire at the HSR Act earliest possible date after the date of filing. Buyer and Seller shall notify the other promptly upon the receipt of (a) any comments or applicable suspensory periods during which the Closing cannot occur under communication it or any other applicable Antitrust Laws as soon as practicable, (v) obtain of its Affiliates receives from any required consents or approvals officials of any Governmental Authority in connection with any filings made pursuant to any Applicable Non-U.S. Antitrust Law, this Section 4.4.1 and (vib) furnish any request by any officials of any such Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Law. Buyer and Seller shall permit the other party and to review in advance any proposed communication by such Party to any Governmental Authority with respect to any filings made pursuant to this Section 4.4.1. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.4.1, Buyer or Seller, as the case may be, will promptly inform the other party’s counsel as promptly as practicable of such occurrence and cooperate in filing with all the applicable Governmental Authority such information and reasonable assistance as may be reasonably required in order to effectuate the foregoing actionsamendment or supplement. Neither party Buyer, on the one hand, nor Seller, on the other hand, shall (or permit any of their respective Affiliates to) agree to participate in any meeting or other discussion with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation, Litigation or other inquiry) relating to this Agreement shall agree Section 4.4 unless it consults with the other in advance and, to any voluntary extension the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate at such meeting or delay of any waiting periods or applicable suspensory periods during which other discussion. Confidential Materials Omitted and Filed Separately with the Closing cannot occur Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the HSR Securities Act or under any Applicable Non-U.S. Antitrust Lawof 1933, or otherwise withdraw its notification and report form under either the HSR Act or any Applicable Non-U.S. Antitrust Law, in each case, unless both Parent and Buyer have given their prior written consent to such extension, delay or withdrawal.as amended. Confidential Portions are marked: [***]