Common use of Competition Filings Clause in Contracts

Competition Filings. Subject to the terms and conditions provided in this Agreement, each Party shall use its commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to file with the relevant Governmental Authorities overseeing competition or merger control issues in each relevant jurisdiction (including the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice), all relevant documents, filings, and other materials required or requested by those Governmental Authorities. Xxxx and ITOCHU each shall promptly supply the other with any documents or information which may be reasonably required to be exchanged in order to effectuate such filings, provided, however, that disclosure of such documents or information may be limited to outside counsel of the receiving Party at the discretion of the disclosing Party. Xxxx and ITOCHU shall use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include each Party’s agreement (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authorities, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any such contacts or presentations, in each case unless prohibited by applicable law. Unless prohibited by the applicable Governmental Authority, each of ITOCHU and Xxxx shall promptly inform the other of any oral communication with, and provide copies of written communications with, any relevant Governmental Authority regarding any such filings in advance of such communications. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other Party prior notice of the meeting or telephone call and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Legal Requirements, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to proceedings under any federal, national, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws (including the HSR Act) that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”).

Competition Filings. Subject The Corporation and the Investors agree to the terms and conditions provided in this Agreementpromptly make any notification filings or other submissions pursuant to any applicable antitrust, each Party shall use its commercially reasonable efforts to take promptly, competition or cause to foreign investment review law as may be taken, all actions, required and to do promptlypromptly provide each and every federal, state, provincial, local or cause to be done, all things foreign court or Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition laws (“Government Antitrust Entity”) non-privileged information and documents requested by any Government Antitrust Entity or that are necessary, proper or advisable to file permit consummation of the Investment and the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, if any objections are asserted with respect to the relevant Governmental Authorities overseeing transactions contemplated hereby by any Government Antitrust Entity, or if any suit, action or proceeding is instituted or threatened by any Government Antitrust Entity challenging any of the transactions contemplated hereby as violative of any applicable antitrust, competition or merger control issues in foreign investment review law, each relevant jurisdiction (including of the U.S. Federal Trade Commission Corporation and the Antitrust Division Investors shall use its reasonable best efforts to resolve such objections, suit, action or proceeding, or in the case of the U.S. Department of Justice), all relevant documents, filings, and other materials required or requested by those Governmental Authorities. Xxxx and ITOCHU each shall promptly supply the other with any documents or information which approval that may be reasonably required to be exchanged in order to effectuate such filingsunder any foreign investment review law, provided, however, that disclosure of such documents or information may be limited to outside counsel of the receiving Party at the discretion of the disclosing Party. Xxxx and ITOCHU Investors shall use commercially their reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include each Party’s agreement (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authorities, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of obtain such Governmental Authorities and the content of any such contacts or presentationsapproval as expeditiously as reasonably possible, in each case unless prohibited by applicable law. Unless prohibited by so as to allow the applicable Governmental AuthorityClosing to occur on the Closing Date; provided, each of ITOCHU that the parties hereto understand and Xxxx shall promptly inform agree that the other reasonable best efforts of any oral communication withparty hereto shall not be deemed to require (i) entering into any settlement, and provide copies of written communications withundertaking, any relevant Governmental Authority regarding any such filings in advance of such communications. No Party shall independently participate in any formal meeting consent decree, stipulation or agreement with any Governmental Authority in respect of connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any such filings, investigation other action (or other inquiry without giving the other Party prior notice otherwise agreeing to do any of the meeting foregoing) with respect to any of its or telephone call andany of its Affiliates’ businesses, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Legal Requirements, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made assets or submitted by or on behalf of any Party hereto relating to proceedings under any federal, national, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws (including the HSR Act) that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)properties.

Competition Filings. Subject to the terms (a) Promptly upon execution and conditions provided in delivery of this Agreement, each of the Parties will use its reasonable best efforts to prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities, notifications with respect to the transactions contemplated by this Agreement pursuant to the HSR Act and all competition filings required by the Foreign Competition Laws (collectively, the “Competition Filings”), seek early termination of any waiting periods under the HSR Act (to the extent applicable), supply all information requested by Governmental Authorities in connection with the HSR notification and all other Competition Filings, and cooperate with each other in responding to any such request. Notwithstanding the foregoing, the filings pursuant to the HSR Act will be made within five (5) Business Days of the date of this Agreement and that the filings required by the Foreign Competition Laws will be made within fifteen (15) Business Days of the date of this Agreement. The Parties shall cooperate in the timely preparation and submission of any necessary filings, including furnishing to the other Parties or their respective counsel information required for any necessary filing or other application in connection with the transactions contemplated by this Agreement and the Transaction Documents. Buyer and the Company shall each be responsible for 50% of all filing and other similar fees payable in connection with any filings or submissions under HSR Act or any Foreign Competition Law. (b) The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any Governmental Authority relating to their respective Competition Filings or the transactions contemplated by this Agreement and the Transaction Documents. The Parties shall each promptly inform the other of any communication, and any proposed understanding, agreement, or undertaking, with any Governmental Authority relating to its Competition Filing and, to the extent practicable, permit the other party or its counsel to review in advance any proposed written communication to any Governmental Authority. As promptly as is practicable after receiving any request (including any request for additional information and documentary materials) from any Governmental Authority for information, documents or other materials in connection with the review of the Competition Filings, the Parties shall use reasonable best efforts to comply with such request. The Parties shall each give the other party reasonable advanced notice of, and the opportunity to participate in any inquiry or investigation by, or any meeting or conference (whether by telecommunications or in person) with, any Governmental Authority relating to the Competition Filings. The Parties shall each furnish one another with copies of all material correspondence, filings (except for the Parties’ HSR notification filings), and communications (and memoranda setting forth the substance thereof) drafted by or in conjunction with outside counsel between it and its Affiliate and respective Representatives on the one hand and any Governmental Authority on the other hand, concerning the review, clearance or approval of the transactions contemplated hereby under the HSR Act or any Foreign Competition Law, except to the extent prohibited by applicable Law or the instructions of such Governmental Authority. (c) Each Party shall hereby covenants and agrees to use its commercially reasonable efforts to take promptly, secure as promptly as possible after making the Competition Filings the termination or cause to be taken, all actions, expiration of any waiting periods under the HSR Act or any applicable Foreign Competition Law and to do promptly, obtain the clearance or cause to be done, all things necessary, proper or advisable to file with the relevant Governmental Authorities overseeing competition or merger control issues in each relevant jurisdiction (including the U.S. Federal Trade Commission and the Antitrust Division approval of the U.S. Department of Justice), all relevant documents, filings, and other materials required or requested by those Governmental Authorities. Xxxx and ITOCHU each shall promptly supply the other with any documents or information which may be reasonably required to be exchanged in order to effectuate such filings, provided, however, that disclosure of such documents or information may be limited to outside counsel of the receiving Party at the discretion of the disclosing Party. Xxxx and ITOCHU shall use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include each Party’s agreement (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authorities, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any such contacts or presentations, in each case unless prohibited by applicable law. Unless prohibited by the applicable Governmental Authority, each of ITOCHU as applicable, for the transactions contemplated hereby and Xxxx shall promptly inform by the other Transaction Documents. (d) Without limiting the generality of the foregoing, if any oral communication withobjections are asserted with respect to the transactions contemplated hereby under the HSR Act or any applicable Foreign Competition Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby to be in violation of the HSR Act or any applicable Foreign Competition Law or if a clearance or approval is reasonably likely to be rejected or conditioned by a Governmental Authority, and provide copies of written communications withthen Buyer will take all reasonable actions necessary to eliminate any concerns on the part of, or to satisfy any conditions (including by consent decree or hold separate order) imposed by, any relevant Governmental Authority regarding the legality of Buyer’s acquisition of all or any portion of the business of the Company, including resisting and resolving such filings in advance objections or challenges as such Governmental Authority or private party may have to such transactions, including taking all actions to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of such communications. No Party shall independently participate the transactions contemplated by this Agreement and the other Transaction Documents as soon as practicable and in any formal meeting with event on or prior to the Outside Date, as may be required in order to effect the satisfaction of the conditions to transactions contemplated by this Agreement prior to the Outside Date and to avoid the entry of, or to effect the dissolution of, any Governmental Authority injunction, temporary restraining order or other Order in respect any Proceeding that would otherwise have the effect of preventing the Closing or delaying the Closing beyond the Outside Date. Notwithstanding the foregoing, nothing in this Agreement shall require Buyer to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any such filingsassets, investigation properties or other inquiry without giving businesses of Buyer, the other Party prior notice Company or any of their respective Subsidiaries, or (B) accept any operational restrictions or otherwise take or commit to take actions that would reasonably be expected to limit Buyer’s or any Buyer’s Subsidiary’s freedom of action with respect to, or its ability to retain, any of the meeting assets, properties, licenses, rights, product lines, operations or telephone call and, to the extent permitted by such Governmental Authoritybusinesses of Buyer, the opportunity to attend and/or participate. Subject to applicable Legal Requirements, the Parties will consult and cooperate with one another in connection with Company or any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to proceedings under any federal, national, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws (including the HSR Act) that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)their respective Subsidiaries.

Competition Filings. Subject 4.4.1 If required pursuant to the terms and conditions provided in this Agreementapplicable Law, each Party of Buyer and Seller shall use its commercially reasonable efforts to take promptly, file or cause to be taken, all actionsfiled as soon as practicable, and to do promptlyin any event no later than 10 Business Days following the Execution Date, or cause to be doneany notifications required under the HSR Act. Thereafter, all things necessary, proper or advisable to file with the relevant Governmental Authorities overseeing competition or merger control issues in each relevant jurisdiction (including the U.S. Federal Trade Commission of Buyer and the Antitrust Division of the U.S. Department of Justice), all relevant documents, filings, and other materials required or requested by those Governmental Authorities. Xxxx and ITOCHU each shall promptly supply the other with any documents or information which may be reasonably required to be exchanged in order to effectuate such filings, provided, however, that disclosure of such documents or information may be limited to outside counsel of the receiving Party at the discretion of the disclosing Party. Xxxx and ITOCHU Seller shall use commercially reasonable efforts to facilitate respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and expedite to cause the identification and resolution of any issues arising waiting period under the Antitrust Laws HSR Act to terminate or expire at the earliest practicable dates. Such commercially reasonable efforts possible date after the date of filing. 4.4.2 Buyer and cooperation include each Party’s agreement (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authorities, and (ii) to confer Seller shall cooperate with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities shall (a) promptly prepare and the content of any such contacts or presentationsfile all necessary documentation and (b) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, in each case unless prohibited by applicable lawcase, as required to comply with the HSR Act in connection with the Transactions. Unless prohibited by the applicable Governmental AuthorityEach Party, each of ITOCHU and Xxxx shall acting solely through outside counsel, will promptly inform notify the other Party of any oral written communication with, and provide copies of written communications with, with respect to the HSR Act to that Party from any relevant Governmental Authority regarding in the Buyer Territory, and, to the extent practicable, outside of the Buyer Territory, in each case, with respect to the Transactions, and, subject to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication related to the HSR Act and the Transactions to any such filings in advance of such communicationsGovernmental Authority and incorporate the other Party’s reasonable comments. No Each Party shall independently also agrees not to participate in any formal substantive meeting or discussion related to the HSR Act with any such Governmental Authority in respect of any such filingsfiling, investigation or other inquiry without giving concerning this Agreement or the Transactions unless it consults with the other Party prior notice of the meeting or telephone call in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and/or participateattend. Subject Each of Seller and Buyer further agrees, to the extent permitted by applicable Legal RequirementsLaw, to furnish the Parties will consult other Party with copies of all correspondence, filings and cooperate written communications between it and its Affiliates and their respective Representatives on one hand, and any such Governmental Authority or its respective staff on the other hand, with 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 relating respect to proceedings under any federal, national, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws (including the HSR Act, this Agreement and the Transactions, except that any materials concerning either Party’s valuation of the transaction, internal financial information, or competitively sensitive information may be redacted. Notwithstanding anything to the contrary herein, neither Buyer nor any of its Affiliates shall be required to agree to (i) that are designed to prohibitsell, restrict hold, divest, discontinue or regulate actions having limit, before or after the purpose Closing Date, any assets, businesses or effect interests of monopolization Buyer or restraint any of trade its Affiliates; (collectivelyii) any conditions relating to, or changes or restrictions in, the “Antitrust Laws”)operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the Transactions and the other Ancillary Agreements; or (iii) any material modification or waiver of the terms and conditions of this Agreement 4.4.3 All filing fees under applicable competition laws, 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 by Buyer.