Common use of Filings; Consents Clause in Contracts

Filings; Consents. (a) Without limiting the generality of Section 5.04, upon the terms and subject to the conditions of this Agreement (including subject to the limitations set forth in Section 5.05(d)) and in accordance with applicable Law, each of the Seller and the Investor shall, and shall cause its Affiliates to, use reasonable best efforts to as promptly as practicable (i) obtain any consents, approvals or other authorizations, and make any filings and notifications, required in connection with the Transactions, except as set forth on Section 5.05(a) of the Company Disclosure Letter delivered in connection with the LP Investment Agreement, and (ii) make any other submissions either required or reasonably deemed appropriate by the Company or the Investor in connection with the Transactions under the Securities Act, the Exchange Act, Foreign Antitrust Laws, the rules and regulations of the NYSE and any other applicable Law. The Seller and the Investor shall, and shall cause their respective Affiliates to, cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such Person) to the non-filing party and its Representatives before filing (subject to the limitations set forth in Section 5.05(d)). (b) Without limiting the generality of Section 5.04 and Section 5.05(a), the Seller and the Investor shall as promptly as practicable file with the appropriate Governmental Entity any notifications required under the Foreign Antitrust Laws in connection with the Transactions. The Seller and Investor shall use their respective reasonable best efforts to provide as promptly as practicable any supplemental information requested by any such Governmental Entity pursuant to such Foreign Antitrust Laws. Each of the Seller and the Investor shall, and shall cause its Affiliates to, furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing that is necessary under any Foreign Antitrust Laws. The Seller shall be responsible for 100% of the filing fee payable under any Foreign Antitrust Laws. (c) Each of the Seller and the Investor shall, and shall cause its Affiliates to, keep the other party apprised of the status of any communications by such party or any of its Affiliates with, and any inquiries or requests for additional information from, any Governmental entity with respect to the Transactions and shall comply as promptly as practicable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to any Foreign Antitrust Laws. No party hereto or any of their respective Affiliates shall participate in any substantive meeting or engage in any material substantive conversation with any Governmental Entity with respect to the Transactions without giving the other party prior notice of the meeting or conversation. (d) Notwithstanding the foregoing or anything in this Agreement to the contrary, neither the Investor or any of its Affiliates nor the Seller or any of its Affiliates are obligated to, in connection with obtaining consents from Governmental Entities, obtaining the expiration or termination of any applicable waiting period under any Foreign Antitrust Laws or contesting, resolving, avoiding or seeking to overturn any Action or Judgment brought by a Governmental Entity, (i) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Investor, the Seller or its Subsidiaries, or their Affiliates, or otherwise take or commit to take any action that could reasonably limit the Investor’s, the Seller’s or any of its Subsidiaries’, or their Affiliates’ freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets, (ii) terminate, modify or extend any existing relationships and contractual rights and obligations, (iii) establish or create any relationships and contractual rights and obligations, (iv) terminate any relevant venture or other arrangement, or (v) effectuate any other change or restructuring of the Seller or its Subsidiaries or Affiliates (and, in each case, to enter into agreements or stipulate to the entry of an order, decree or ruling or file appropriate applications with the United States Federal Trade Commission, the United States Department of Justice or any other Governmental Entity).

Filings; Consents. (a) Without limiting the generality of Section 5.044.04, upon but subject to the terms and subject to the conditions of this Agreement (including Section 1.04 and subject to the limitations set forth in Section 5.05(d)4.05(d) and Section 4.26) and in accordance with applicable Law, each of the Seller Parent and the Investor shall, and shall cause its their respective Affiliates to, use reasonable best efforts to as promptly as practicable (i) obtain any consents, approvals or other authorizations, and make any filings and notifications, required in connection with the Transactions, except as set forth on Section 5.05(a) of the Company Disclosure Letter delivered in connection with the LP Investment Agreement, Transactions and (ii) make any other submissions either required or reasonably deemed appropriate by the Company Parent or the Investor in connection with the Transactions under the Securities Act, the Exchange Act, Foreign Antitrust Lawsthe HSR Act, the rules and regulations of the NYSE New York Stock Exchange and any other applicable Law. The Seller Parent and the Investor shall, and shall cause their respective Affiliates to, cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such Person) to the non-filing party and its Representatives before filing (subject to the limitations set forth in Section 5.05(d)4.05(d) and Section 4.26). (b) Without limiting the generality of Section 5.04 4.04 and Section 5.05(a4.05(a), the Seller Parent and the Investor shall as promptly as practicable practicable, but in any event within 5 Business Days following the date hereof, file with the appropriate Governmental Entity any notifications United States Federal and Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions under the Foreign Antitrust Laws in connection with the TransactionsHSR Act. The Seller Parent and Investor shall use their respective reasonable best efforts to provide as promptly as practicable any supplemental information requested by any such Governmental Entity the FTC or DOJ pursuant to such Foreign Antitrust Lawsthe HSR Act. Each of the Seller Parent and the Investor shall, and shall cause its their respective Affiliates to, furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing that is necessary under any Foreign Antitrust Laws. The Seller shall be responsible for 100% of the filing fee payable under any Foreign Antitrust LawsHSR Act. (c) Each of the Seller Parent and the Investor shall, and shall cause its their respective Affiliates to, keep the other party apprised of the status of any communications by such party or any of its Affiliates with, and any inquiries or requests for additional information from, the FTC, the DOJ or any other Governmental entity Entity with respect to the Transactions and shall comply as promptly as practicable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or any Foreign Antitrust Lawsother applicable Law. No party hereto or any of their respective Affiliates shall participate in any substantive meeting or engage in any material substantive conversation with any Governmental Entity with respect to the Transactions without giving the other party prior notice of the meeting or conversation. (d) Notwithstanding the foregoing or anything in this Agreement to the contrary, neither in no event shall Parent or any of its Affiliates be required to, nor shall the Investor or any of its Affiliates nor the Seller or any of its Affiliates are obligated be required to, in connection with obtaining consents from Governmental Entities, obtaining the expiration or termination of any applicable waiting period under any Foreign Antitrust Laws or contesting, resolving, avoiding or seeking to overturn any Action or Judgment brought by a Governmental Entity, (i) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Investor, the Seller North America Business or its Subsidiaries, Parent or their respective Subsidiaries or Affiliates, or otherwise take or commit to take any action that could reasonably limit the InvestorParent’s, the Seller’s North America Business’ or any of their its Subsidiaries’, or their Affiliates’ freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets, (ii) terminate, modify or extend any existing relationships and contractual rights and obligationsobligations of the North America Business or Parent or their respective Subsidiaries or Affiliates, (iii) establish or create any relationships and contractual rights and obligationsobligations of the North America Business or Parent or their respective Subsidiaries or Affiliates, (iv) terminate any relevant venture or other arrangement, or (v) effectuate any other change or restructuring of the Seller North America Business or its Parent or their respective Subsidiaries or Affiliates (and, in each case, to enter into agreements or stipulate to the entry of an order, decree or ruling or file appropriate applications with the United States Federal Trade CommissionFTC, the United States Department of Justice DOJ, or any other Governmental Entity), in each case if such sale, disposal, hold separate arrangement, termination, modification, extension, new relationship or other change or modification would reasonably be expected to be material to the North America Business, taken as a whole.

Filings; Consents. (a) Without limiting the generality of Section 5.04, upon the terms and subject to the conditions of this Agreement (including subject to the limitations set forth in Section 5.05(d)) and in accordance with applicable Law, each of the Seller Company and the Investor shall, and shall cause its Affiliates to, use reasonable best efforts to as promptly as practicable (i) obtain any consents, approvals or other authorizations, and make any filings and notifications, required in connection with the Transactions, except as set forth on Section 5.05(a) of the Company Disclosure Letter delivered in connection with the LP Investment AgreementLetter, and (ii) make any other submissions either required or reasonably deemed appropriate by the Company or the Investor in connection with the Transactions under the Securities Act, the Exchange Act, Foreign Antitrust Laws, the rules and regulations of the NYSE and any other applicable Law. The Seller Company and the Investor shall, and shall cause their respective Affiliates to, cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such Person) to the non-filing party and its Representatives before filing (subject to the limitations set forth in Section 5.05(d)). (b) Without limiting the generality of Section 5.04 and Section 5.05(a), the Seller Company and the Investor shall as promptly as practicable file with the appropriate Governmental Entity any notifications required under the any Foreign Antitrust Laws in connection with the Transactions. The Seller Company and Investor shall use their respective reasonable best efforts to provide as promptly as practicable any supplemental information requested by any such Governmental Entity pursuant to such Foreign Antitrust Laws. Each of the Seller Company and the Investor shall, and shall cause its Affiliates to, furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing that is necessary under any Foreign Antitrust Laws. The Seller Company shall be responsible for 100% of the any filing fee payable under any applicable Foreign Antitrust Laws. (c) Each of the Seller Company and the Investor shall, and shall cause its Affiliates to, keep the other party apprised of the status of any communications by such party or any of its Affiliates with, and any inquiries or requests for additional information from, any Governmental entity Entity with respect to the Transactions and shall comply as promptly as practicable with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to any Foreign Antitrust Laws. No party hereto or any of their respective Affiliates shall participate in any substantive meeting or engage in any material substantive conversation with any Governmental Entity with respect to the Transactions without giving the other party prior notice of the meeting or conversation. (d) Notwithstanding the foregoing or anything in this Agreement to the contrary, neither the Investor or any of its Affiliates nor the Seller Company or any of its Affiliates are obligated to, in connection with obtaining consents from Governmental Entities, obtaining the expiration or termination of any applicable waiting period under any Foreign Antitrust Laws or contesting, resolving, avoiding or seeking to overturn any Action or Judgment brought by a Governmental Entity, (i) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Investor, the Seller Company or its Subsidiaries, or their Affiliates, or otherwise take or commit to take any action that could reasonably limit the Investor’s, the SellerCompany’s or any of its Subsidiaries’, or their Affiliates’ freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets, (ii) terminate, modify or extend any existing relationships and contractual rights and obligations, (iii) establish or create any relationships and contractual rights and obligations, (iv) terminate any relevant venture or other arrangement, or (v) effectuate any other change or restructuring of the Seller Company or its Subsidiaries or Affiliates (and, in each case, to enter into agreements or stipulate to the entry of an order, decree or ruling or file appropriate applications with the United States Federal Trade Commission, the United States Department of Justice or any other Governmental Entity).