Common use of Competition Law Filings Clause in Contracts

Competition Law Filings. At the request of the Holder, the Company will, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made by the Company will be in substantial compliance with the requirements of the Competition Laws. The Company will use commercially reasonable efforts, and cooperate with the Holder, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) furnishing to the Holder information and reasonable assistance as the Holder may request in connection with its preparation of any Competition Law Filing, (b) giving the Holder reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holder), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this Warrant, (c) permitting the Holder to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 10, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective expenses associated with, and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.

Competition Law Filings. At As soon as practicable following the request date of this Agreement (and in any event within 14 days after such date), Buyer and Target’s “ultimate parent entity” (as defined pursuant to the HolderHSR Act) shall properly prepare and file, the Company willor cause to be filed, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. United States Federal Trade Commission (the “FTC”) and the U.S. Antitrust Division of the United States Department of Justice (the “DOJ”) under any Notification and Report Forms relating to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements transactions contemplated by this Agreement required by the HSR Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made Sellers and Buyer shall promptly supply any additional information which may be requested by the Company will be in substantial compliance with FTC or DOJ and which the requirements Parties reasonably deem appropriate. The Parties shall notify each other of the Competition Laws. The Company will use commercially reasonable effortsreceipt of any comments on, and cooperate with the Holderor any request for amendments or supplements to, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the any Competition Law Filings, including (a) furnishing to and each Party shall supply the Holder information other Parties with copies of all correspondence between such party and reasonable assistance as each of its subsidiaries and representative, on the Holder may request in connection with its preparation of any Competition Law Filing, (b) giving the Holder reasonable prior notice ofone hand, and the opportunity FTC, DOJ or members of their respective staff or other appropriate officials, on the other hand, with respect to review and discuss in advance (including considering in good faith the views of the Holder), any such Competition Law Filings Filings. Each of Buyer and Sellers agree to be made by the Company and, use reasonable best efforts to the extent reasonably practicable, secure termination of any communication withwaiting periods under the HSR Act or other applicable law and to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition laws that may be asserted by any Governmental Authority, or any responses so as to inquiries or requests for additional information from, enable the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or Parties to close the transactions contemplated by this WarrantAgreement as expeditiously as reasonably practicable, and to obtain the approval of any Governmental Authority required; provided, however, that in no event shall Buyer be required to (ca) permitting the Holder to participate in all communications and meetings with effect any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses divestiture or license of any assets of Buyer or its subsidiaries or Target, (b) and hold separate any such assets or (c) of this Section 10, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective expenses associated with, and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating torestrictions on the operations, business or changes assets of Buyer or restrictions in, its Affiliates or the operations of any such assets, businesses or interestsAcquired Companies.

Competition Law Filings. At Within at least [**] of its receipt of a written notice from Xxxxxxx with respect to the Competition Law Filings pursuant to Section 3.6.1, Mersana will, at the request of the Holder, the Company will, Xxxxxxx and in consultation and cooperation with the HolderXxxxxxx, file or submit, and assist the Holder with Xxxxxxx with, any filing, submission Competition Law Filing that is necessary or notification it is required to make in connection advisable with the exercise of this Warrant (alone or in conjunction FTC and the DOJ under the HSR Act and with the exercise of appropriate Governmental Authority under any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”)Law. Any such Competition Law Filings made by the Company Xxxxxxx and Mersana will be in substantial compliance with the requirements of the Competition Laws. The Company Each of Xxxxxxx and Mersana will use commercially its reasonable efforts, and cooperate with the Holdereach other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to the Holder each other or each other’s counsel information and reasonable assistance as the Holder each may request in connection with its the preparation of any Competition Law Filing, (b) giving the Holder other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holderother), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity Governmental Authority regarding such Competition Law Filings or the transactions contemplated by this Warrantthe exercise of the Target Selection Right or Target Substitution Right, as applicable, (c) permitting the Holder other or the other’s counsel to participate in all material communications and meetings with any governmental entity Governmental Authority to the extent not prohibited by such governmental entity Governmental Authority and (d) subject to clauses (b) and (c) of this Section 103.6.2, responding as promptly as practicable to all requests of any governmental entity Governmental Authority and providing all requested information to such governmental entityGovernmental Authority. The Company Xxxxxxx and the Holder Mersana will each pay their own respective expenses and attorneys’ fees associated withwith any Competition Law Filings (including any response to requests for additional information), and except Xxxxxxx will pay any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interestswith respect thereto.

Competition Law Filings. At Within at least [***] Business Days of its receipt of written notice from ONO with respect to the request of the HolderCompetition Law Filings, the Company willas applicable, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make in connection with (i) the exercise of this Warrant the ONO Option (alone or in conjunction with the exercise of any other Options options held by ONO) pursuant to Section 2.4.3 (Option Exercise) or (ii) the HolderOpt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option), at the request of the ONO, FATE will, in consultation and cooperation with ONO, file or submit, and assist ONO with any filing, submission or notification it makes, with or to any governmental entity pursuant to any antitrust, competition Competition Law Filing necessary or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed advisable in connection with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (such and the appropriate governmental entity under any other applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”)Law. Any such Competition Law Filings made by the Company each of ONO and FATE will be in substantial compliance with the requirements of the Competition Laws. The Company Each of ONO and FATE will use commercially its reasonable efforts, and cooperate with the Holdereach other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to the Holder each other or each other’s counsel information and reasonable assistance as the Holder each may request in connection with its the preparation of any Competition Law Filing, (b) giving the Holder other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holderother), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this Warrantthe ONO Option or the Opt-Out of FATE CDCC Territory, as applicable, (c) permitting the Holder other or the other’s counsel to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 1013.13, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company ONO and the Holder FATE will each pay their own respective expenses associated with[***]; however, [***]. * Confidential Information, indicated by [***], has been omitted from this filing and any filing fees required under filed separately with the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interestsSecurities and Exchange Commission.

Competition Law Filings. At Upon at least 15 Business Days’ notice, at the request of the Holder, the Company will, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make makes, in connection with the exercise of this Warrant Option (alone or in conjunction with the exercise of any other Options options held by the Holder) with or to any governmental entity pursuant to any filing, report or notification necessary or advisable in connection with any antitrust, competition or merger control law Law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made by each of the Holder and the Company will be in substantial compliance with the requirements of the Competition Laws. The Each of the Holder and the Company will use commercially its reasonable best efforts, and cooperate with the Holdereach other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to the Holder each other or each other’s counsel information and reasonable assistance as the Holder each may request in connection with its the preparation of any Competition Law Filing, (b) giving the Holder other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holderother), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this WarrantOption, (c) permitting the Holder other or the other’s counsel to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 10, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective any expenses associated with, and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.

Competition Law Filings. At the request of the Holder, the Company will, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made by the Company will be in substantial compliance with the requirements of the Competition Laws. The Company will use commercially reasonable efforts, and cooperate with the Holder, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) furnishing to the Holder information and reasonable assistance as the Holder may request in connection with its preparation of any Competition Law Filing, (b) giving the Holder reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holder), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this Warrant, (c) permitting the Holder to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 106, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective expenses associated with, and the Company shall pay any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company Holder or their respective Affiliates its affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.

Competition Law Filings. At Within at least [***] Business Days of its receipt of written notice from Xxxxxxx with respect to the Competition Law Filings, as applicable, in connection with (i) the exercise of a Commercial Option pursuant to Section 4.3 or (ii) [***], at the request of the HolderXxxxxxx, the Company Fate will, in consultation and cooperation with the HolderXxxxxxx, file or submit, and assist the Holder Xxxxxxx with any filing, submission Competition Law Filing necessary or notification it is required to make advisable in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (such and the appropriate governmental entity under any other applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”)Law. Any such Competition Law Filings made by the Company each of Xxxxxxx and Fate will be in substantial compliance with the requirements of the Competition Laws. The Company Each of Xxxxxxx and Fate will use commercially its reasonable efforts, and cooperate with the Holdereach other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to the Holder each other or each other’s counsel information and reasonable assistance as the Holder each may request in connection with its the preparation of any Competition Law Filing, (b) giving the Holder other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holderother), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this Warrantthe Commercial Option or the [***], as applicable, (c) permitting the Holder other or the other’s counsel to participate in all material communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 1017.12, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company Xxxxxxx and the Holder Fate will each pay their own respective expenses and attorneys’ fees associated withwith any Competition Law Filings (including any response to requests for additional information); however, and Xxxxxxx will pay any filing fees required under the Competition Laws in connection with, with the Competition Law Filings. Notwithstanding anything Filings relating to the contrary contained hereinexercise of the Commercial Option, nothing in this Agreement shall require, or be construed and Fate will pay any filing fees required with the Competition Law Filings relating to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests[***] by Fate.

Competition Law Filings. At As soon as practicable following the request date of this Agreement (and in any event within 14 days after such date), Buyer and Target’s “ultimate parent entity” (as defined pursuant to the HolderHSR Act) shall properly prepare and file, the Company willor cause to be filed, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. United States Federal Trade Commission (the “FTC”) and the U.S. Antitrust Division of the United States Department of Justice (the “DOJ”) under any Notification and Report Forms relating to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements transactions contemplated by this Agreement required by the HSR Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made Sellers and Buyer shall promptly supply any additional information which may be requested by the Company will be in substantial compliance with FTC or DOJ and which the requirements Parties reasonably deem appropriate. The Parties shall notify each other of the Competition Laws. The Company will use commercially reasonable effortsreceipt of any comments on, and cooperate with the Holderor any request for amendments or supplements to, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the any Competition Law Filings, including (a) furnishing to and each Party shall supply the Holder information other Parties with copies of all correspondence between such party and reasonable assistance as each of its subsidiaries and representative, on the Holder may request in connection with its preparation of any Competition Law Filing, (b) giving the Holder reasonable prior notice ofone hand, and the opportunity FTC, DOJ or members of their respective staff or other appropriate officials, on the other hand, with respect to review and discuss in advance (including considering in good faith the views of the Holder), any such Competition Law Filings Filings. Each of Buyer and Sellers agree to be made by the Company and, use reasonable best efforts to the extent reasonably practicable, secure termination of any communication withwaiting periods under the HSR Act or other applicable law and to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition laws that may be asserted by any Governmental Authority, or any responses so as to inquiries or requests for additional information from, enable the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or Parties to close the transactions contemplated by this WarrantAgreement as expeditiously as reasonably practicable, and to obtain the approval of any Governmental Authority required; provided, however, that in no event shall Buyer be required to (ca) permitting effect any divestiture or license of any assets of Buyer or its subsidiaries or the Holder to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses Acquired Companies, (b) and hold separate any such assets or (c) of this Section 10, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective expenses associated with, and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating torestrictions on the operations, business or changes assets of Buyer or restrictions in, the operations of any such assets, businesses its Affiliates or interestsTarget.

Competition Law Filings. At Upon at least 15 Business Days’ notice, at the request of the Holder, the Company will, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make makes, in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options options held by the Holder) with or to any governmental entity pursuant to any filing, report or notification necessary or advisable in connection with any antitrust, competition or merger control law Law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made by each of the Holder and the Company will be in substantial compliance with the requirements of the Competition Laws. The Each of the Holder and the Company will use commercially its reasonable best efforts, and cooperate with the Holdereach other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to the Holder each other or each other’s counsel information and reasonable assistance as the Holder each may request in connection with its the preparation of any Competition Law Filing, (b) giving the Holder other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holderother), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this Warrant, (c) permitting the Holder other or the other’s counsel to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 10, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective any expenses associated with, and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.