Compliance with HSR Act. All applicable waiting periods under the HSR Act shall have expired or been terminated.
Compliance with HSR Act. Parent and the Company shall (i) make the filings required of such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement within ten days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings or the Merger and the other transactions contemplated by this Agreement, and (iii) cooperate with the other party in connection with making any filing under the HSR Act and in connection with any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company will, and will cause each of their subsidiaries to, use its reasonable best efforts to obtain (and will cooperate with each other in obtaining) the termination of all waiting periods under the HSR Act and not to extend any waiting period under the HSR Act. Prior to the termination of this Agreement, each party shall be required to prosecute, cooperate in, and defend against any litigation instituted by the Federal Trade Commission or the Department of Justice or any other Governmental Entity which seeks to restrain or prohibit the consummation of the Merger or which seeks to impose material limitations on the ability of Parent, the Surviving Corporation or any of their respective affiliates or subsidiaries to acquire, operate or hold, or to require Parent, Surviving Corporation or any of their respective affiliates or subsidiaries to dispose of or hold separate, any material portion of their assets or business or the Company’s assets or business after the Closing Date.
Compliance with HSR Act. Any waiting periods (and any extension thereof) applicable to the transactions contemplated by this Agreement under applicable U.S. and foreign antitrust or trade regulation laws and regulations, including under the HSR Act, shall have expired or been earlier terminated, and all governmental consents, authorizations or approvals required in connection with the transactions and their consummation contemplated by this Agreement shall have been obtained or given.
Compliance with HSR Act. If the -------------------------- ----------------------- transactions contemplated by this Agreement are subject to the filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx (xxx "HSR Act"), or the approval by the U.S. Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"), Cox and Salem will (i) each make such filings as are required under Title II of the HSR Act as soon as practicable but in any event within ten (10) days of the date of the acceptance by Midwestern and the Stockholders of Cox's offer set forth in the Stock Purchase Agreement, (xx) otherwise promptly comply with the applicable requirements under the HSR Act, including furnishing all information and filing all documents required thereunder, (iii) furnish to each other copies of those portions of the documents filed which are not confidential, and (iv) cooperate fully and use their respective commercially reasonable efforts to expedite compliance with the HSR Act. 8.12
Compliance with HSR Act. In the reasonable opinion of the Seller, the parties shall have complied with all applicable provisions of the HSR Act and the regulations interpreting that Act, and any "waiting periods" applicable to the transaction contemplated by this Agreement which are imposed by the HSR Act shall have expired prior to the Closing Date or shall have been terminated by the appropriate Authority.
Compliance with HSR Act. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings that may be required under the HSR Act and submissions of information requested by governmental authorities in connection with all transactions contemplated hereby; provided that the foregoing shall not require any party to make any divestiture of assets in order to obtain any such waiver, consent or approval.
Compliance with HSR Act. The Seller and the Purchaser shall make all necessary filings and any required submissions with respect to this Agreement and the transactions contemplated hereunder, as required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the applicable regulations enacted thereunder (collectively, the "HSR Act") and other applicable law. The Seller and the Purchaser shall cooperate with each other in connection with such filings, including providing copies of such documents to the non-filing party and its advisors prior to any filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Purchaser shall request early termination of the waiting period required by the HSR Act.
Compliance with HSR Act. 28 8. Conditions to GCI's Obligations.........................................................................28 8.1 Representations, Warranties and Covenants. ...................................................28 8.2 Opinion of Counsel to Cox......................................................................29 8.3
Compliance with HSR Act. If the transactions contemplated by this Agreement are subject to the filing requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), or the approval by the U.S. Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"), Cox and GCI will (i) each make such filings as are required under Title II of the HSR Act as soon as practicable but in no event later than ten (10) days following the date hereof, (ii) otherwise promptly comply with the applicable requirements under the HSR Act, including furnishing all information and filing all documents required thereunder, (iii) furnish to each other copies of those portions of the documents filed which are not confidential, and (iv) cooperate fully and use their best efforts to expedite compliance with the HSR Act. Cox and GCI shall each pay one-half of any filing fees with respect to any HSR filings required under this Section.
Compliance with HSR Act. The Parties will comply with the provisions ----------------------- of the HSR Act to the extent applicable to the transactions contemplated hereunder. As promptly as possible after the date hereof, the Parties will make the required filings under the HSR Act and any rules and regulations promulgated thereunder, and it will be a condition precedent to closing for both Seller and Buyer that all waiting periods under the HSR Act expire or terminate prior to Closing. If any Governmental Authority having jurisdiction under the HSR Act requires the filing of any additional information, each Party will provide such information in a prompt and diligent manner. Each Party agrees to make available to the other such information as each of them may reasonably request relative to its business, assets and property as may be required of each of them to file any additional information requested by such agencies under the HSR Act and any such 19 rules and regulations. Buyer will pay all filing fees under the HSR Act, but each Party will bear its own costs of the preparation of any filing. Both parties shall use Commercially Reasonable Efforts to cause any waiting period under the HSR Act to expire, or to terminate with respect to the transaction at the earliest possible time.
