Common use of Filings with Governmental Authorities Clause in Contracts

Filings with Governmental Authorities. (a) Each of LKQ, Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clause (B)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company.

Filings with Governmental Authorities. (a) Each of LKQ, Parent the Purchaser and Acquisition Sub the Company shall (and i) make or cause to be made all filings required of them or any of their respective Subsidiaries or controlled Affiliates (in the case of the Purchaser, other than the Company and its controlled Affiliates) under applicable Laws, if applicable)including United States securities Laws and Antitrust Laws and telecommunications or related Laws, on with respect to the one hand, Transaction and the Companyother transactions contemplated hereby as promptly as practicable, on (ii) comply at the earliest practicable date with any request under applicable Laws, including Antitrust Laws and telecommunications or related Laws, for additional information, documents, or other handmaterials received by each of them or any of their respective Subsidiaries or controlled Affiliates (in the case of the Purchaser, shall promptly inform other than the other of any communication Company and its controlled Affiliates) from any Governmental Authority regarding in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of draft filings to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Laws with respect to any such filing or any such transaction. Each Party shall use commercially reasonable efforts to furnish to the other Party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement Agreement. Subject to applicable Law, the Parties hereto will consult and cooperate with one another and keep each other informed in connection with any filings or investigations withanalyses, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analysesappearances, presentations, memoranda, briefs, arguments, opinions and proposals made or other written communications explaining submitted by or defending the Offer and the Merger, articulating on behalf of any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clause (B)(1) of Annex A and Section 8.1(b). Any Party hereto under such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyLaws.

Filings with Governmental Authorities. The Buyer shall: (a) Each use its best commercial efforts to obtain all approvals required by it under the Competition Act (Canada) and the Insurance Companies Act (Canada) with respect to the acquisition of LKQthe Shares exclusively; (b) as soon as practicable after the date hereof and, Parent in any event, not later than 15 Business Days after the date hereof, make all necessary applications, filings and Acquisition Sub submissions required to obtain such regulatory approvals (and their respective Affiliates, if applicableincluding the filing of a request for an advance ruling certificate and/or a short form notification pursuant to the Competition Act (Canada), on it being understood that the one hand, Seller also agrees to file a short form notification in the event that the Buyer files one); and the Company, on the other hand, (c) shall promptly inform the other of use its best commercial efforts to file any communication from additional information requested in respect thereof by any Governmental Authority regarding in a timely manner. The Seller and the Buyer will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the foregoing. The Buyer will provide the Seller with drafts of all such applications, filings and submissions for the Seller’s review before such filings or submissions are sent to the appropriate Governmental Authority and will give good faith consideration to any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement Seller’s or the transactions contemplated hereby, including any proceedings initiated by a private partySeller’s Counsel’s comments or suggestions concerning such drafts. In connection The Buyer will provide the Seller with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice copies of all meetings such applications, filings and submissions filed with any Governmental Authority relating to Authority. The Seller may contact the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any relevant Governmental Authority regarding at any time to discuss the Offer or status of the MergerSeller’s applications, (iv) cooperate in the filing of any analysesfilings and submissions for such regulatory approvals and, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made if required by any Governmental Authority, (v) provide the Buyer shall consent to such Governmental Authority discussing such matters with the Seller. The Buyer and the Seller shall make or cause to be made all other filings and each of them shall use commercially reasonable and diligent efforts to make or cause to be made all other filings, notices or requests for approval required to be given or made to any Governmental Authority in connection with the sale and transfer of the Shares and required to satisfy the conditions precedent set forth in Article 6. Each Party shall co-operate and consult with each other in connection with a reasonable advance opportunity and furnish to review the other such information and comment uponassistance as it may reasonably request in order to prepare any filing or submission or notice to be made or given by it. The form of any such other filing, and consider in good faith registration or notification required to be made by any Party shall be subject to the views prior approval of the other Party, which approval shall not be unreasonably withheld or delayed, except that no Party shall be obligated to share confidential or proprietary information with respect tothe other Party in connection with such filings, unless a confidentiality agreement satisfactory to both parties is executed. The Party responsible for a filing shall promptly deliver to the other Party evidence of the making of all written communications (including any analysesfilings, presentations, memoranda, briefs, arguments registrations and opinions) with notifications. The Party responsible shall also promptly deliver to the other Party a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel copy of each partymaterial notice, as appropriate) with copies order, opinion or other item of all written communications to or correspondence received by such filing Party from any Governmental Authority relating in respect of any such filings. The Party responsible shall communicate and discuss fully with the other Party all communications, written and oral, which the Party responsible has with any Governmental Authority. The Parties shall promptly advise each other upon receiving any communication suggesting that there is a reasonable likelihood that any approval will not be obtained or that the receipt of such approval will be materially delayed or that material restrictions will be imposed upon such approval. Without limitation and for greater certainty, the Seller acknowledges and undertakes to make or cause to be made all filings, notices or request for approval required to be given or made to any Governmental Authority in connection with the declaration of dividends and returns of capital by the Company or the Subsidiary and, at the Seller’s discretion, the issue of securities of the Company or the Subsidiary to PLIC or to other wholly owned U.S. insurance subsidiaries of the Seller, prior to the Offer Closing Time. Each party shall bear its own costs, fees, charges and expenses payable in connection with applying for and obtaining any regulatory approvals or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts any filing, application, notice or request for approval in accordance with this Section 4.3. Notwithstanding the foregoing, the Buyer agrees to satisfy pay the conditions set forth in clause filing fee and associated taxes payable under the Competition Act (B)(1) of Annex A and Section 8.1(bCanada). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company.