Common use of Filings and Approvals Clause in Contracts

Filings and Approvals. The Purchaser and the Seller shall, as promptly as practicable, file or supply, or cause to be filed or supplied , all applications, notifications and information required to be filed or supplied by any of them pursuant to applicable Laws in connection with the consummation of the transactions contemplated by this Agreement, including, if necessary, those required by the Competition Act (Canada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" ). The Purchaser and the Seller shall each be responsible for half of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or requested to be provided to or by any Government Entity in connection with the transactions contemplated by this Agreement; provided , however, that (x) no such information shall be required to be provided by the Purchaser or the Seller to the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Person required to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity by the possessor of such information.

Filings and Approvals. The Purchaser and To the Seller shallextent not yet made before the date hereof, as promptly as practicable, file or supply, or cause to be filed or supplied , all applications, notifications and information required to be filed or supplied by any except for the China filings (where each Party shall bear the costs of them pursuant to applicable Laws in connection with the consummation of the transactions contemplated by this Agreement, including, if necessary, those required by the Competition Act (Canadaits own filing), the EC Merger Regulation, Purchaser shall make at its expense all requisite filings with the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act relevant Government Entities referred to in Section 10.1 within eight (8) Business Days of 1976 (the " Antitrust Approvals" )date hereof and shall promptly answer to any request for information from said authorities. The Purchaser and the Seller shall each be responsible and shall cause the other Designated Sellers to provide the Purchaser with all information available to it which the Purchaser may reasonably request for half the purpose of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all other fees, the Party obligated to pay by Law in connection with any preparing such filings and approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or requested to be provided to or by any Government Entity in connection with the transactions contemplated by this Agreement; provided provided, however, that (x) no such information shall be required to be provided by the Purchaser or the Seller to the other if the Person required to provide such information it determines, acting reasonably, that, such information is material and competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Person Seller required to provide such information shall provide it directly to such Governmental Government Entity. The Purchaser shall inform the Seller on a regular basis as to the contents of communications with the relevant Government Entities. In particular, unless competitively sensitive informationthe Purchaser will not make any notification in relation to the transactions contemplated hereunder without first providing the Seller with a copy of such notification in draft form and giving the Seller an opportunity to comment before it is filed with the relevant Government Entities, in which case it and shall be provided directly to such Governmental Entity consider and take account of all reasonable comments made by the possessor Seller in this respect. The Purchaser shall promptly inform the Seller of the satisfaction of the condition precedent referred to in Section 10.1 and in any event no later than two (2) Business Days of becoming aware thereof. Notwithstanding the above, the Seller shall make, at its own expense, all requisite filings with the relevant Government Entities as it may be required to by such informationGovernment Entities in relation with this Agreement.

Filings and Approvals. The Purchaser (a) Without limiting the generality of anything contained in this Section 6.1, the Company and the Seller shall, as promptly as practicable, file or supply, Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be filed taken all actions, and do or supplied , all applications, notifications and information required cause to be filed done all things, reasonably necessary, proper or supplied by advisable on its part under this Agreement and Legal Requirements to consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any of them pursuant to applicable Laws Governmental Body or other Person in connection with the consummation of the transactions contemplated Transactions, (ii) promptly, but in no event later than the date that is ten (10) Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by this Agreement, including, if necessary, those required by such party under the Competition HSR Act (Canada), with respect to the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" ). The Purchaser Offer and the Seller shall each be responsible for half of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser Merger and the Seller shall keep each other informed Transactions, and (iii) as to the status of all promptly as reasonably practicable provide such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or as may reasonably be requested to be provided to or by any Government Entity Governmental Body in connection with the transactions contemplated by this Agreement; provided , however, that (x) no such Transactions as well as any information shall be required to be provided by submitted to comply with a request for additional information in order to commence or end a statutory waiting period. The Company shall promptly, but in no event later than the Purchaser or date that is five (5) calendar days after the Seller to date hereof, provide ICANN advance notice of the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser Transactions and the Seller shall cooperate with a view related “Change of Control” pursuant to establishing a mutually satisfactory procedure for providing such information directly to Section 7.5 of the Government Entity requiring or requesting such informationregistry agreements between ICANN, on the one hand, and the Person required Acquired Companies, on the other hand, with respect to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity top-level domains owned or otherwise held by the possessor of such informationAcquired Companies (collectively, the “Registry Agreements”).

Filings and Approvals. The Purchaser and the Seller shall, as promptly as practicable, file or supply, or cause to be filed or supplied supplied, all applications, notifications and information required to be filed or supplied by any of them pursuant to applicable Laws in connection with the consummation of the transactions contemplated by this Agreement, including, if necessary, those required by the Competition Act (Canada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Hxxx Sxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " “Antitrust Approvals" ”). The Purchaser and the Seller shall each be responsible for half of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing any information concerning their respective businesses, operations, prospects or affairs required or requested to be provided to or by any Government Entity in connection with the transactions contemplated by this Agreement; provided provided, however, that (x) no such information shall be required to be provided by the Purchaser or the Seller to the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Person required to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity by the possessor of such information.

Filings and Approvals. The Purchaser (a) Without limiting the generality of anything contained in this Section 6.1, the Company and the Seller shall, as promptly as practicable, file or supply, Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take or cause to be filed taken all actions, and do or supplied cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all applicationsdocumentation to effect all necessary notices, notifications reports and information other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Body, including without limitation under the Antitrust Laws, in order to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) (x) promptly, but in no event later than May 12, 2015, file any and all notices, reports and other documents required to be filed or supplied by any of them pursuant such party under the HSR Act with respect to applicable Laws in connection with the consummation of Offer, the Merger and the other transactions contemplated by this Agreement, includingand (y) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, if necessaryand use reasonable best efforts to timely obtain all consents, those permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the Competition DOJ or the FTC under the HSR Act (Canada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" ). The Purchaser and the Seller shall each be responsible for half of or by any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) and, in respect of all other fees, the Party obligated to pay by Law Governmental Body in connection with any such filings and approvals shall be solely responsible for such fees. The Purchaser the Offer, the Merger and the Seller shall keep each other informed as to the status of all such filings and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for the lawful consummation of the transactions contemplated by this Agreement and shall co-ordinate and cooperate in providing Agreement, as well as any information concerning their respective businesses, operations, prospects or affairs required or requested to be provided submitted to comply with, a request for additional information in order to commence or by any Government Entity in connection with end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Offer, the Merger and the other transactions contemplated by this Agreement; provided and (v) promptly take, howeverand cause its Affiliates to take, that (x) no all reasonable actions and steps requested or required by any Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such information shall be objections, if any, as the FTC and the DOJ, or other Governmental Bodies of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required to be provided by the Purchaser or the Seller with respect to the Offer, the Merger and the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completedAgreement. Notwithstanding the foregoing, (I) the parties agree that it is Parent’s sole right to devise and implement the strategy for all filings, submissions, notifications and communications subject to this Section 6.1 and direct all matters with any Governmental Body consistent with Parent’s obligations hereunder and (yII) in any such case the Purchaser Parent and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Government Entity requiring or requesting such information, and the Person required to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity by the possessor of such information.other under this Section 6.1 as

Filings and Approvals. The (a) Subject to the terms and conditions of this Agreement, Parent, Purchaser and the Seller shall, as promptly as practicable, file or supplyCompany shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take, or cause to be filed or supplied taken, all applicationsactions, notifications and information required do, or cause to be filed done, all things, reasonably necessary, proper or supplied by advisable on its part under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby as promptly as practicable (and in any event no later than the End Date). Without limiting the generality of them pursuant the foregoing, each party to applicable Laws this Agreement shall (and shall cause their respective Subsidiaries to) (i) use reasonable best efforts to prepare and make all filings and obtain as soon as practicable all Consents, waivers and expirations of waiting periods (if any) from any Governmental Body and make all registrations, declarations and filings with, or notices to, Governmental Bodies, in each case, in connection with the consummation of Offer and the Merger, that are necessary or required to be obtained in order to consummate the transactions contemplated by hereby, and (ii) use reasonable best efforts to give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as soon as practicable each other Consent or waiver (if any) of any third party (other than from any Governmental Body, which are addressed in the preceding clause (i)) specified on Schedule 6.1(a)(ii); provided, that in no event will the Company, Parent or any of their respective Subsidiaries be obligated to (and in no event shall the Company or any of its Subsidiaries, without Parent’s prior written consent) pay or commit to pay, whether prior to or after the Offer Acceptance Time, any fee, penalty or other consideration to any third party to obtain any Consent or waiver pursuant to this Agreement, including, if necessary, those required by the Competition Act (Canada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" )Section 6.1. The Purchaser Company and Parent will consult and cooperate with one another, and will consider in good faith the Seller shall each be responsible for half views of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) andone another, in respect of all other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such feesactions described in this Section 6.1. The Purchaser and the Seller shall keep each other informed as Subject to applicable Laws relating to the status exchange of all such filings information, outside legal counsel for each party shall have the right to review in advance and, to the extent practicable, outside legal counsel for each party will consult with the other party’s outside legal counsel on and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for consider in good faith the lawful consummation views of the transactions contemplated by this Agreement other party’s outside legal counsel in connection with, all of the information relating to such party, and shall co-ordinate and cooperate in providing any information concerning of their respective businessesSubsidiaries, operationsthat appears in any filing made with or written materials submitted to, prospects or affairs required or requested to be provided to or by any Government Entity third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreementhereby; provided , however, however that (x) no such sharing of information with respect to the HSR Notification Form shall be required to be provided governed by Section 6.1(c). In exercising the Purchaser or foregoing rights, each of the Seller to the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could Company and Parent and their respective outside legal counsel shall act reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Person required to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity by the possessor of such informationas promptly as practicable.

Filings and Approvals. The (a) Subject to the terms and conditions of this Agreement, Parent, Purchaser and the Seller shall, as promptly as practicable, file or supplyCompany shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take, or cause to be filed or supplied taken, all applicationsactions, notifications and information required do, or cause to be filed done, all things, reasonably necessary, proper or supplied by advisable on its part under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby as promptly as practicable (and in any event no later than the End Date). Without limiting the generality of them pursuant the foregoing, each party to applicable Laws this Agreement shall (and shall cause their respective Subsidiaries to) (i) use reasonable best efforts to prepare and make all filings and obtain as soon as practicable all Consents, waivers and expirations of waiting periods (if any) from any Governmental Body and make all registrations, declarations and filings with, or notices to, Governmental Bodies, in each case, in connection with the consummation of Offer and the Merger, that are necessary or required to be obtained in order to consummate the transactions contemplated by hereby, and (ii) use reasonable best efforts to give any notices to third parties specified on Schedule 6.1(a)(ii) and to obtain as soon as practicable each other Consent or waiver (if any) of any third party (other than from any Governmental Body, which are addressed in the preceding clause (i)) specified on Schedule 6.1(a)(ii); provided, that in no event will the Company, Parent or any of their respective Subsidiaries be obligated to (and in no event shall the Company or any of its Subsidiaries, without Parent’s prior written consent) pay or commit to pay, whether prior to or after the Offer Acceptance Time, any fee, penalty or other consideration to any third party to obtain any Consent or waiver pursuant to this Agreement, including, if necessary, those required by the Competition Act (Canada), the EC Merger Regulation, the U.S. Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976 (the " Antitrust Approvals" )Section 6.1. The Purchaser Company and Parent will consult and cooperate with one another, and will consider in good faith the Seller shall each be responsible for half views of any filing fees or other fees payable to a Government Entity as referred on Schedule 5.1(2) andone another, in respect of all other fees, the Party obligated to pay by Law in connection with any such filings and approvals shall be solely responsible for such feesactions described in this Section 6.1. The Purchaser and the Seller shall keep each other informed as Subject to applicable Laws relating to the status exchange of all such filings information, outside legal counsel for each party shall have the right to review in advance and, to the extent practicable, outside legal counsel for each party will consult with the other party’s outside legal counsel on and requests for all licenses, permits, certificates, registrations, authorizations, consents and approvals of Government Entities necessary for consider in good faith the lawful consummation views of the transactions contemplated by this Agreement other party’s outside legal counsel in connection with all of the information relating to such party, and shall co-ordinate and cooperate in providing any information concerning of their respective businessesSubsidiaries, operationsthat appears in any filing made with, prospects or affairs required or requested to be provided to or by written materials submitted to, any Government Entity third party and/or any Governmental Body in connection with the Offer, the Merger and the other transactions contemplated by this Agreementhereby; provided , however, however that (x) no such sharing of information with respect to the HSR Notification Form shall be required to be provided governed by Section 6.1(c). In exercising the Purchaser or foregoing rights, each of the Seller to the other if the Person required to provide such information determines, acting reasonably, that, such information is competitively sensitive or that the provision of such information could Company and Parent and their respective outside legal counsel shall act reasonably be expected to have a material adverse effect upon it if the transactions contemplated by this Agreement were not completed, and (y) in any such case the Purchaser and the Seller shall cooperate with a view to establishing a mutually satisfactory procedure for providing such information directly to the Government Entity requiring or requesting such information, and the Person required to provide such information shall provide it directly to such Governmental Entity, unless competitively sensitive information, in which case it shall be provided directly to such Governmental Entity by the possessor of such informationas promptly as practicable.