Common use of Competition Filings Clause in Contracts

Competition Filings. 5.5.1 If required pursuant to applicable Law, each of Purchaser and Seller shall file or cause to be filed as soon as practicable, and in any event no later than five (5) Business Days following the Execution Date, any notifications required under the HSR Act and any comparable filing required by applicable foreign Law. Thereafter, each of Purchaser and Seller shall use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and to cause the waiting periods or approvals under the HSR Act and any applicable foreign Law to terminate or expire or to be approved at the earliest possible date after the date of filing; provided, however, that Purchaser shall have the right to withdraw and re-file its HSR notification if Purchaser reasonably determines that doing so is likely to cause the waiting period under the HSR Act to terminate or expire sooner. 5.5.2 Purchaser and Seller shall cooperate with each other and shall (a) promptly prepare and file all necessary documentation; and (b) effect all necessary applications, notices, petitions and filings and execute all agreements and documents. In connection with the foregoing, (i) Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; (ii) Seller shall have the right to review and approve in advance all characterizations of the information relating to Seller and its Affiliates; and (iii) each of Purchaser and Seller shall have the right to review and approve in advance all characterizations of the information relating to the Transactions contemplated hereby, in each case, that appear in any material filing made in connection with this Section 5.5. 5.5.3 Notwithstanding anything to the contrary in this Section 5.5, except as otherwise may be mutually agreed to by the Parties, nothing in this Agreement shall require or obligate Purchaser or any of its Affiliates to, and Seller shall not and shall not permit its Representatives to, without the prior written consent of Purchaser, agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any businesses, products, rights, services, licenses, or assets of Purchaser, Seller or any of their respective Affiliates, as applicable. 5.5.4 Each Party shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the Transactions contemplated by this Agreement (including any proceedings under or relating to the HSR Act or other competition law) unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing; provided, that, notwithstanding anything herein to the contrary, no Party to this Agreement shall be under an obligation to disclose confidential information with respect to its Affiliates to (a) any other Party or (b) any Governmental Authority except where such confidential information is afforded confidential treatment. Subject to the Confidentiality Agreement, the Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions contemplated by this Agreement. 5.5.5 All filing fees under the HSR Act and any applicable foreign Law, and all expenses (other than legal fees and expenses, which shall be borne by the Party incurring such expenses) in complying with any request for additional information or documentary material from any applicable Governmental Authority, shall be borne equally by the Parties.

Competition Filings. 5.5.1 4.4.1 If required pursuant to applicable Law, each of Purchaser Buyer and Seller shall file or cause to be filed as soon as practicable, and in with respect to any event filings under the HSR Act no later than five (5) 10 Business Days following the Execution Date, any notifications required under the HSR Act and any comparable filing required by applicable foreign Lawthe Foreign Competition Laws set forth on Schedule 4.4.1. Thereafter, each of Purchaser Buyer and Seller shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Competition Authority for additional information or documentation and to cause the waiting periods or approvals under the HSR Act and any applicable foreign Law to terminate or expire and obtain clearance or approval with respect to be approved any other filings made pursuant to this Section 4.4.1 at the earliest possible date after the date of filing; provided. Buyer and Seller shall notify the other promptly upon the receipt of (a) any 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 (b) any request by any officials of any such Competition Authority for amendments or supplements to any filings made pursuant to, howeveror information provided to comply in all material respects with, any applicable Law. Buyer and Seller shall permit the other 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 Purchaser 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 of such occurrence and cooperate in filing with the applicable Competition Authority such amendment or supplement. Neither Buyer, on the one hand, nor Seller, on the other hand, shall have (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 right investigation, Litigation or other inquiry) relating to withdraw this Section 4.4 unless it consults with the other in advance and, to the extent permitted by such Competition Authority, gives the other the opportunity to attend and re-file its HSR notification if Purchaser reasonably determines that doing so is likely to cause the waiting period under the HSR Act to terminate participate at such meeting or expire soonerother discussion. 5.5.2 Purchaser 4.4.2 Buyer and Seller shall cooperate with each other and shall (a) promptly prepare and file all necessary documentation; documentation and (b) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, in each case, to cause the waiting periods under the HSR Act to terminate or expire and obtain approval or clearance under any applicable Foreign Competition Law. In connection with the foregoing, (i) Purchaser Buyer shall have the right to review and approve in advance all characterizations of the information relating to PurchaserBuyer and its Affiliates; (ii) Seller shall have the right to review and approve in advance all characterizations of the information relating to Seller and its Affiliates; and (iii) each of Purchaser Buyer and Seller shall have the right to review and approve in advance all characterizations of the information relating to the Transactions transactions contemplated hereby, in each case, that appear in any material filing made in connection with this Section 5.54.4. 5.5.3 Notwithstanding anything to the contrary in this Section 5.5, except as otherwise may be mutually agreed to by the Parties, nothing in this Agreement shall require or obligate Purchaser or any of its Affiliates to, and Seller shall not and shall not permit its Representatives to, without the prior written consent of Purchaser, agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any businesses, products, rights, services, licenses, or assets of Purchaser, Seller or any of their respective Affiliates, as applicable. 5.5.4 Each Party shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the Transactions contemplated by this Agreement (including any proceedings under or relating to the HSR Act or other competition law) unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing; provided, that, notwithstanding anything herein to the contrary, no Party to this Agreement shall be under an obligation to disclose confidential information with respect to its Affiliates to (a) any other Party or (b) any Governmental Authority except where such confidential information is afforded confidential treatment. Subject to the Confidentiality Agreement, the Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions contemplated by this Agreement. 5.5.5 All filing fees under the HSR Act and any applicable foreign Law, and all expenses (other than legal fees and expenses, which shall be borne by the Party incurring such expenses) in complying with any request for additional information or documentary material from any applicable Governmental Authority, shall be borne equally by the Parties.

Competition Filings. 5.5.1 4.4.1 If required pursuant to applicable Law, each of Purchaser Buyer and Seller shall file or cause to be filed as soon as practicable, and in with respect to any event filings under the HSR Act no later than five (5) 10 Business Days following the Execution Date, any notifications required under the HSR Act and any comparable filing required by applicable foreign Lawthe Foreign Competition Laws set forth on Schedule 4.4.1. Thereafter, each of Purchaser Buyer and Seller shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Competition Authority for additional information or documentation and to cause the waiting periods or approvals under the HSR Act and any applicable foreign Law to terminate or expire and obtain clearance or approval with respect to be approved any other filings made pursuant to this Section 4.4.1 at the earliest possible date after the date of filing; provided. Buyer and Seller shall notify the other promptly upon the receipt of (a) any 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 (b) any request by any officials of any such Competition Authority for amendments or supplements to any filings made pursuant to, howeveror information provided to comply in all material respects with, any applicable Law. Buyer and Seller shall permit the other 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 Purchaser 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 of such occurrence and cooperate in filing with the applicable Competition Authority such amendment or supplement. Neither Buyer, on the one hand, nor Seller, on the other hand, shall have (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 right investigation, Litigation or other inquiry) relating to withdraw this Section 4.4 unless it consults with the other in advance and, to the extent permitted by such Competition Authority, gives the other the opportunity to attend and re-file its HSR notification if Purchaser reasonably determines that doing so is likely to cause the waiting period under the HSR Act to terminate participate at such meeting or expire soonerother discussion. 5.5.2 Purchaser 4.4.2 Buyer and Seller shall cooperate with each other and shall (a) promptly prepare and file all necessary documentation; documentation and (b) effect all necessary applications, notices, petitions and filings and execute all agreements and documents. In connection with the foregoing, (i) Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; (ii) Seller shall have the right to review and approve in advance all characterizations of the information relating to Seller and its Affiliates; and (iii) each of Purchaser and Seller shall have the right to review and approve in advance all characterizations of the information relating to the Transactions contemplated hereby, in each case, that appear in any material filing made in connection with this Section 5.5. 5.5.3 Notwithstanding anything to cause the contrary in this Section 5.5, except as otherwise may be mutually agreed to by the Parties, nothing in this Agreement shall require or obligate Purchaser or any of its Affiliates to, and Seller shall not and shall not permit its Representatives to, without the prior written consent of Purchaser, agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any businesses, products, rights, services, licenses, or assets of Purchaser, Seller or any of their respective Affiliates, as applicable. 5.5.4 Each Party shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the Transactions contemplated by this Agreement (including any proceedings under or relating to the HSR Act or other competition law) unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing; provided, that, notwithstanding anything herein to the contrary, no Party to this Agreement shall be under an obligation to disclose confidential information with respect to its Affiliates to (a) any other Party or (b) any Governmental Authority except where such confidential information is afforded confidential treatment. Subject to the Confidentiality Agreement, the Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions contemplated by this Agreement. 5.5.5 All filing fees waiting periods under the HSR Act to terminate or expire and any applicable foreign Law, and all expenses (other than legal fees and expenses, which shall be borne by the Party incurring such expenses) in complying with any request for additional information obtain approval or documentary material from any applicable Governmental Authority, shall be borne equally by the Parties.clearance under

Competition Filings. 5.5.1 If required pursuant to applicable Law, each 4.4.1 Each of Purchaser Buyer and Seller (or, if applicable, their respective ultimate parent entities) shall file or cause to be filed as soon as practicable, and practicable but in any event no later than five (5) Business Days 30 calendar days following the Execution Effective Date, all filings required under the HSR Act in respect of the transactions contemplated hereby and, if required 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 comparable filing required by other applicable foreign Competition Law. Thereafter, each of Purchaser Buyer and Seller shall use commercially reasonable efforts to respond in good faith as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and to request and cause the approval waiting periods or approvals under the HSR Act and any applicable foreign Law Competition Laws to terminate or expire or to be approved at the earliest possible date after the date of filing; provided. Buyer and Seller shall notify the other promptly upon the receipt of (a) any comments or communication it or any of its Affiliates receives from any officials of any Governmental Authority in connection with any filings made pursuant to this Section 4.4.1 and (b) any request by any officials of any such Governmental Authority for amendments or supplements to any filings made pursuant to, howeveror information provided to comply in all material respects with, any applicable Law. Buyer and Seller shall permit the other 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 Purchaser 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 of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Neither Buyer, on the one hand, nor Seller, on the other hand, shall have (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 right investigation, Litigation or other inquiry) relating to withdraw this Section 4.4 unless it consults with the other in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and re-file its HSR notification if Purchaser reasonably determines that doing so is likely to cause the waiting period under the HSR Act to terminate participate at such meeting or expire soonerother discussion. 5.5.2 Purchaser 4.4.2 In connection with the filings under Section 4.4.1, Buyer and Seller shall cooperate with each other in good faith and shall (a) promptly prepare and file all necessary documentation; documentation and (b) effect all necessary applications, notices, petitions and filings and execute all agreements and documents. In connection with the foregoing, (i) Purchaser Buyer shall have the right to review and reasonably approve in advance all characterizations of the information relating to PurchaserBuyer and its Affiliates; (ii) Seller shall have the right to review and reasonably approve in advance all characterizations of the information relating to Seller and its Affiliates; and (iii) each of Purchaser Buyer and Seller shall have the right to review and reasonably approve in advance all characterizations of the information relating to the Transactions transactions contemplated hereby, in each case, that appear in any material filing made in connection with this Section 5.5. 5.5.3 Notwithstanding anything 4.4. Each Party may, as it deems advisable or necessary, designate any competitively sensitive materials provided to the contrary in other Party under this Section 5.5, except 4.4 as otherwise “outside counsel only.” Any materials so designated may be mutually agreed provided to by the Parties, nothing in this Agreement shall require or obligate Purchaser or any of its Affiliates to, and Seller other Party’s outside legal counsel but shall not and shall not permit its Representatives to, be provided to the other Party without the prior written consent of Purchaser, agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action after the Closing with respect to, or its ability to retain after the Closing, any businesses, products, rights, services, licenses, or assets of Purchaser, Seller or any of their respective Affiliates, as applicableParty providing such materials. 5.5.4 Each Party shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the Transactions contemplated by this Agreement (including any proceedings under or relating to the HSR Act or other competition law) unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing; provided, that, notwithstanding anything herein to the contrary, no Party to this Agreement shall be under an obligation to disclose confidential information with respect to its Affiliates to (a) any other Party or (b) any Governmental Authority except where such confidential information is afforded confidential treatment. Subject to the Confidentiality Agreement, the Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions contemplated by this Agreement. 5.5.5 4.4.3 All filing fees under the HSR Act and any applicable foreign LawCompetition Laws, and all reasonable out-of-pocket expenses (other than legal fees and expenses, which shall be borne by the Party incurring such expenses) incurred in complying with any request for additional information or documentary material from any applicable Governmental Authority, including any necessary merger notifications and investigations, shall be borne equally by Buyer. 4.4.4 Neither Seller nor Buyer shall, and each shall cause its respective Affiliates not to, enter into any transaction or any Contract, whether oral or written, to effect any transaction (including any merger or acquisition) that would reasonably be expected to make it more difficult, or to increase the Partiestime required, to: (a) obtain the expiration or early termination of the waiting period under the HSR Act (or obtain clearance or approval under applicable foreign Competition Law) applicable to the transactions contemplated by this Agreement, (b) avoid the entry of, the commencement of Litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby or (c) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Competition Filings. 5.5.1 4.4.1 If required pursuant to applicable Law, each of Purchaser Buyer and Seller shall file or cause to be filed as soon as practicable, and in any event no later than five (5) Business Days [***] days following the Execution Date, any notifications required under the HSR Act and any comparable filing required by applicable foreign Law. Thereafter, each of Purchaser Buyer and Seller shall use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and to cause the waiting periods or approvals under the HSR Act and any applicable foreign Law to terminate or expire or to be approved at the earliest possible date after the date of filing; provided, however, that Purchaser Buyer shall have the right to withdraw and re-file its HSR notification if Purchaser Buyer reasonably determines that doing so is likely to cause the waiting period under the HSR Act to terminate or expire sooner. 5.5.2 Purchaser 4.4.2 Buyer and Seller shall cooperate with each other and shall (a) promptly prepare and file all necessary documentation; documentation and (b) effect all necessary applications, notices, petitions and filings and execute all agreements and documents. In connection with the foregoing, (i) Purchaser Buyer shall have the right to review and approve in advance all characterizations of the information relating to PurchaserBuyer; (ii) Seller shall have the right to review and approve in advance all characterizations of the information relating to Seller and its Affiliates; and (iii) each of Purchaser Buyer and Seller shall have the right to review and approve in advance all characterizations of the information relating to the Transactions transactions contemplated hereby, in each case, that appear in any material filing made in connection with this Section 5.54.4. 5.5.3 4.4.3 Notwithstanding anything to the contrary in this Section 5.5, except as otherwise may be mutually agreed to by the Parties, nothing in this Agreement to the contrary, Buyer shall require take any and all steps necessary or obligate Purchaser advisable to obtain a waiver or consent or approvals from any Governmental Authority required to satisfy the conditions set forth in Section 6.1.1 and Section 6.1.2, as applicable, or to avoid the entry of or have lifted, vacated or terminated any order of a Governmental Authority or other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement so as to enable the Parties to close the transactions contemplated hereby as promptly as commercially practicable, and in any event prior to the End Date. Such steps shall include: (a) proposing, negotiating, offering to commit and effecting (and if such offer is accepted, committing to and effecting) the sale, divestiture or disposition (including by licensing any intellectual property rights) of any assets or businesses of Buyer or any of its Affiliates to, (or equity interests held by Buyer or any of its Affiliates in entities with assets or businesses) other than the Purchased Assets; (b) terminating any existing relationships and Seller shall not contractual rights and shall not permit its Representatives to, without the prior written consent of Purchaser, agree or obligations; (c) otherwise be required offering to sell, divest, dispose of, license, hold separate, or take or offering to commit to take any action which Buyer is capable of taking and, if the offer is accepted, taking or committing to take such action that limits in any respect Buyer’s and its Affiliates’ freedom of action after the Closing with respect to, or its their ability to retain after the Closingretain, any businesses, products, rights, services, licenses, assets or assets businesses of Purchaser, Seller or any of their respective Affiliates, as applicable. 5.5.4 Each Party shall promptly notify the other Party of any communication it Buyer or any of its Affiliates receives from (or equity interests held by Buyer or any Governmental Authority relating to of its Affiliates in entities with assets or businesses) other than the matters Purchased Assets; and (d) in the event that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation action is filed seeking a permanent or preliminary injunction or other inquiry related to order or restraint or any other Proceeding that would make consummation of the Transactions transactions contemplated by this Agreement (including any proceedings under and the Ancillary Agreements unlawful or relating to that would prevent or delay consummation of the HSR Act or other competition law) unless it consults with the other Party in advance and, to the extent permitted transactions contemplated by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing; provided, that, notwithstanding anything herein to the contrary, no Party to this Agreement shall be under an obligation to disclose confidential information with respect to its Affiliates to (a) any other Party or (b) any Governmental Authority except where such confidential information is afforded confidential treatment. Subject to the Confidentiality Agreement, the Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions other Ancillary Agreements, promptly taking any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clauses (a) and (b) of this AgreementSection 4.4.3) necessary to vacate, modify or suspend such injunction or order so as to satisfy the conditions set forth in Section 6.1.1 and Section 6.1.2 and enable the Parties to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date. 5.5.5 4.4.4 All filing fees under the HSR Act and any applicable foreign Law, and all expenses (other than legal fees and expenses, which shall be borne by the Party incurring such expenses) in complying with any request for additional information or documentary material from any applicable Governmental Authority, shall be borne equally by the Parties[***].