Common use of Filings with Governmental Bodies Clause in Contracts

Filings with Governmental Bodies. As promptly as practicable after the execution of this Agreement and to the extent permitted under antitrust Law and the Northrop/TRW Merger Agreement and the Northrop/TRW existing contractual arrangements, each party shall, in cooperation with the other, (i) file or cause to be filed any reports, notifications or other information that may be required under the HSR Act, the EC Merger Regulation and other applicable foreign merger control or foreign investment Laws, and (ii) shall furnish or cause to be furnished to the other all such information in its possession as may be reasonably necessary for the completion of the reports, notifications or submissions to be filed by the other. Each party hereto agrees to use its reasonable best efforts to comply and cause its Affiliates to use their reasonable best efforts to comply in a full and timely manner with any request from a Governmental Body for additional information. Without limiting the generality of the foregoing, each party shall promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Body in connection therewith and shall promptly (i) use its reasonable best efforts to comply with any such inquiry or request and (ii) provide the other with a description of the information provided to any Governmental Body with respect to any such inquiry or request. In addition, each party shall keep the other apprised of the status of any such inquiry or request. In furtherance of the foregoing, BCP agrees to use its reasonable best efforts to take all necessary and proper steps (including any reasonable divestitures) as may be required for securing the termination of any applicable waiting periods under the HSR Act or the receipt of any clearance, approval or confirmation from Governmental Bodies in other countries in which antitrust filings have been made in order to permit the consummation of the transactions contemplated hereby prior to the date specified in Section 4.1(b). Each party also agrees to take any action reasonably necessary to vigorously defend, litigate, mitigate and rescind the effect of any litigation or administrative proceeding brought by the Federal Trade Commission or the United States Department of Justice adversely affecting this transaction, including appealing promptly any adverse court of administrative order or injunction or effecting divestitures under the circumstances contemplated above.

Filings with Governmental Bodies. As (a) Each of the Purchaser and the Company shall (a) make or cause to be made all filings required of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the execution date of this Agreement in the case of all filings required under the HSR Act and within fifteen (15) Business Days in the case of all other filings required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted under antitrust Law by applicable law, providing copies of drafts filings to the non-filing parties prior to filing and the Northrop/TRW Merger Agreement considering all reasonable additions, deletions or changes suggested in connection therewith) and the Northrop/TRW existing contractual arrangements, each party shall, in cooperation connection with the other, (i) file or cause to be filed resolving any reports, notifications investigation or other information that may be required under inquiry of any of the HSR ActFederal Trade Commission, the EC Merger Regulation and Antitrust Division or other applicable foreign merger control or foreign investment Laws, and (ii) shall furnish or cause to be furnished to the other all such information in its possession as may be reasonably necessary for the completion of the reports, notifications or submissions to be filed by the other. Each party hereto agrees to use its reasonable best efforts to comply and cause its Affiliates to use their reasonable best efforts to comply in a full and timely manner with any request from a Governmental Body for additional information. Without limiting the generality of the foregoing, each party shall promptly notify the other of the receipt and content of under any inquiries or requests for additional information made by any Governmental Body in connection therewith and shall promptly (i) use its reasonable best efforts to comply with any such inquiry or request and (ii) provide the other with a description of the information provided to any Governmental Body Antitrust Laws with respect to any such inquiry filing or requestany such transaction. In addition, each Each such party shall keep use commercially reasonable efforts to furnish to each other 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. Each such party shall promptly inform the other apprised parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings related to the status transaction contemplated by this Agreement. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry or request. In furtherance related to the transactions contemplated by this Agreement without giving the other parties hereto prior notice of the foregoingmeeting and, BCP agrees to use its reasonable best efforts the extent permitted by such Governmental Body, the opportunity to take all necessary attend and/or participate. Subject to applicable law, the parties hereto will consult and proper steps (including cooperate with one another in connection with any reasonable divestitures) as may be required for securing the termination analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any applicable waiting periods party hereto under the HSR Act or other Antitrust Laws. The Company and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the receipt of any clearance, approval or confirmation from Governmental Bodies in other countries in which antitrust filings have been made in order under this Section 6.4 as "outside counsel only." Such materials and the information contained therein shall be given only to permit the consummation outside legal counsel of the transactions contemplated hereby prior recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the date specified recipient, unless express written permission is obtained in Section 4.1(badvance from the source of the materials (the Company or Purchaser, as the case may be). Each party also agrees to take any action reasonably necessary to vigorously defend, litigate, mitigate and rescind the effect of any litigation or administrative proceeding brought by the Federal Trade Commission or the United States Department of Justice adversely affecting this transaction, including appealing promptly any adverse court of administrative order or injunction or effecting divestitures under the circumstances contemplated above.

Filings with Governmental Bodies. As (a) Each of Purchaser and the Company shall (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the Antitrust Laws or pursuant to Title XI of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 with respect to the transactions contemplated hereby as promptly as practicable after (but in any event prior to any applicable legal deadline), (ii) comply at the execution earliest practicable date with any request received by each of this Agreement them or any of their respective Affiliates from the FTC or any other Governmental Body under the Antitrust Laws for additional information, documents, or other materials 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 under antitrust Law by applicable Law, providing copies, or portions thereof, of all such documents to the non-filing parties prior to filing and the Northrop/TRW Merger Agreement considering all reasonable additions, deletions or changes suggested in connection therewith) and the Northrop/TRW existing contractual arrangements, each party shall, in cooperation connection with the other, (i) file or cause to be filed resolving any reports, notifications investigation or other information that may be required under the HSR Act, the EC Merger Regulation and other applicable foreign merger control or foreign investment Laws, and (ii) shall furnish or cause to be furnished to the other all such information in its possession as may be reasonably necessary for the completion inquiry of the reports, notifications FTC or submissions other Governmental Body under any Antitrust Laws with respect to be filed by the otherany such filing or any such transaction. Each party hereto agrees to Party shall use its reasonable commercially best efforts to comply furnish to each 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. Each Party shall promptly inform the other Parties of any oral communication with, and cause its Affiliates to use their reasonable best efforts to comply in a full and timely manner with provide copies of written communications with, any request from a Governmental Body for additional informationregarding any such filings or any such transaction. Without limiting the generality of the foregoing, each party No Party shall promptly notify the other of the receipt and content of independently participate in any inquiries formal meeting or requests for additional information made by communication with any Governmental Body in respect of any such filings, investigation or other inquiry without giving the other Parties prior notice of the meeting or such communication and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate in such meeting or communication. Subject to applicable Law, the Parties will consult and cooperate with one another in connection therewith and shall promptly (i) use its reasonable best efforts to comply with any such inquiry analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or request and (ii) provide submitted by or on behalf of any Party relating to proceedings under the Antitrust Laws. For the avoidance of doubt, the Company shall not communicate with the FTC or any other with a description of the information provided to any Governmental Body with respect to any such inquiry structural or requestconduct relief. In additionThe Company and Purchaser may, as each party shall keep deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other apprised under this Section 6.4(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and outside experts retained for purposes of any investigation or inquiry and will not be disclosed by such outside counsel or outside expert to employees, officers, or directors of the status of any such inquiry or request. In furtherance recipient, unless express written permission is obtained in advance from the source of the foregoingmaterials (the Company or Purchaser, BCP agrees to use its reasonable best efforts to take all necessary and proper steps (including any reasonable divestitures) as the case may be required for securing the termination of any applicable waiting periods under the HSR Act or the receipt of any clearance, approval or confirmation from Governmental Bodies in other countries in which antitrust filings have been made in order to permit the consummation of the transactions contemplated hereby prior to the date specified in Section 4.1(bbe). Each party also agrees to take any action reasonably necessary to vigorously defend, litigate, mitigate and rescind the effect of any litigation or administrative proceeding brought by the Federal Trade Commission or the United States Department of Justice adversely affecting this transaction, including appealing promptly any adverse court of administrative order or injunction or effecting divestitures under the circumstances contemplated above.

Filings with Governmental Bodies. As (a) Each of the Purchaser and the Company shall (a) make or cause to be made all filings required of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the execution date of this Agreement in the case of all filings required under the HSR Act and within fifteen (15) Business Days in the case of all other filings required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted under antitrust Law by applicable law, providing copies of drafts filings to the non-filing parties prior to filing and the Northrop/TRW Merger Agreement considering all reasonable additions, deletions or changes suggested in connection therewith) and the Northrop/TRW existing contractual arrangements, each party shall, in cooperation connection with the other, (i) file or cause to be filed resolving any reports, notifications investigation or other information that may be required under inquiry of any of the HSR ActFederal Trade Commission, the EC Merger Regulation and Antitrust Division or other applicable foreign merger control or foreign investment Laws, and (ii) shall furnish or cause to be furnished to the other all such information in its possession as may be reasonably necessary for the completion of the reports, notifications or submissions to be filed by the other. Each party hereto agrees to use its reasonable best efforts to comply and cause its Affiliates to use their reasonable best efforts to comply in a full and timely manner with any request from a Governmental Body for additional information. Without limiting the generality of the foregoing, each party shall promptly notify the other of the receipt and content of under any inquiries or requests for additional information made by any Governmental Body in connection therewith and shall promptly (i) use its reasonable best efforts to comply with any such inquiry or request and (ii) provide the other with a description of the information provided to any Governmental Body Antitrust Laws with respect to any such inquiry filing or requestany such transaction. In addition, each Each such party shall keep use commercially reasonable efforts to furnish to each other 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. Each such party shall promptly inform the other apprised parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings related to the status transaction contemplated by this Agreement. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry or request. In furtherance related to the transactions contemplated by this Agreement without giving the other parties hereto prior notice of the foregoingmeeting and, BCP agrees to use its reasonable best efforts the extent permitted by such Governmental Body, the opportunity to take all necessary attend and/or participate. Subject to applicable law, the parties hereto will consult and proper steps (including cooperate with one another in connection with any reasonable divestitures) as may be required for securing the termination analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any applicable waiting periods party hereto under the HSR Act or other Antitrust Laws. The Company and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the receipt of any clearance, approval or confirmation from Governmental Bodies in other countries in which antitrust filings have been made in order under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to permit the consummation outside legal counsel of the transactions contemplated hereby prior recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the date specified recipient, unless express written permission is obtained in Section 4.1(badvance from the source of the materials (the Company or Purchaser, as the case may be). Each party also agrees to take any action reasonably necessary to vigorously defend, litigate, mitigate and rescind the effect of any litigation or administrative proceeding brought by the Federal Trade Commission or the United States Department of Justice adversely affecting this transaction, including appealing promptly any adverse court of administrative order or injunction or effecting divestitures under the circumstances contemplated above.

Filings with Governmental Bodies. As promptly as practicable -------------------------------- after the execution of this Agreement and to the extent permitted under antitrust Law and the Northrop/TRW Merger Agreement and the Northrop/TRW existing contractual arrangementsAgreement, each party shall, in cooperation with the other, (i) file or cause to be filed any reports, notifications or other information that may be required under the HSR Act, the EC Merger Regulation laws of the European Union and any other applicable foreign merger control or foreign investment Laws, Governmental Bodies and (ii) shall furnish or cause to be furnished to the other all such information in its possession as may be reasonably necessary for the completion of the reports, notifications or submissions to be filed by the other. Each party hereto agrees to use its reasonable best efforts to comply and cause its Affiliates to use their reasonable best efforts to comply in a full and timely manner with any request from a Governmental Body for additional information. Without limiting the generality of the foregoing, each party shall will promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Body in connection therewith and shall will promptly (i) use its reasonable best efforts to comply with any such inquiry or request and (ii) provide the other with a description of the information provided to any Governmental Body with respect to any such inquiry or request. In addition, each party shall will keep the other apprised of the status of any such inquiry or request. In furtherance of the foregoing, BCP the Purchaser agrees to use its reasonable best efforts to take all necessary and proper steps (including any reasonable divestitures) as may be required for securing the termination of any applicable waiting periods period under the HSR Act or the receipt of any clearance, approval or confirmation from Governmental Bodies in other countries in which antitrust filings have been made Laws in order to permit the consummation of the transactions contemplated hereby prior to the date specified in Section 4.1(b)4.3(a) except to the extent such steps are reasonably likely to materially and adversely affect (x) the reasonably foreseeable benefits to the Purchaser of the transactions contemplated hereby or (y) the existing material business operations of the Purchaser and its Subsidiaries. Each party also agrees to take any action reasonably necessary to vigorously defend, litigate, mitigate and rescind the effect of any litigation or administrative proceeding brought by the Federal Trade Commission or the United States Department of Justice adversely affecting this transaction, including appealing promptly any adverse court of administrative order or injunction or effecting divestitures under the circumstances contemplated above.