Common use of Government Reviews Clause in Contracts

Government Reviews. As soon as reasonably practicable (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Government Reviews. As soon as reasonably practicable (andIn a timely manner, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), the Sellers and the Purchaser Buyer shall (ia) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement)filings, prepare all required applications and conduct negotiations with each Governmental Body Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, hereby and (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iiib) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (iv) use commercially reasonable efforts to respond to . Sellers and resolve any objections as may be asserted by any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party Buyer shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications, and negotiations. Each Without limiting the foregoing, within ten business days following the execution of this Agreement, Buyer and Sellers will each prepare and simultaneously file with the DOJ and the FTC the notification and report form required by the HSR Act for the transactions contemplated by this Agreement and the Transaction Agreements, and request early termination of the waiting period thereunder. Buyer and Sellers agree to respond promptly to any inquiries from the DOJ or the FTC concerning such filings and to comply in all material respects with the Purchaser filing requirements of the HSR Act. Buyer and Sellers shall cooperate with each other and shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided furnish all information to the other under party that is necessary in connection with Buyer’s and Sellers’ compliance with the HSR Act. Buyer and Sellers shall keep each other fully advised with respect to any requests from or communications with the DOJ or FTC concerning such filings and shall consult with each other with respect to all responses thereto. Buyer and Sellers shall use their commercially reasonable efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act filing to consummate the transactions consummated hereby. For purposes of this Section 6.2 5.11, the “commercially reasonable efforts” of Buyer shall not require Buyer or any of its affiliates to agree to any prohibition, limitation or other requirement seeking to prohibit or limit the ownership or operation by Buyer or any of its affiliates of any portion of the existing or currently contemplated business or assets of Buyer or any of its affiliates, or to compel Buyer or any of its affiliates to dispose of or hold separate any portion of the existing or currently contemplated business or assets of Buyer or any of its affiliates, in each case as “outside counsel only.” Such materials and a result of any of the information contained therein transactions contemplated by this Agreement or the other Transaction Agreements. All filing fees incurred in connection with the HSR Act filings made pursuant to this Section 5.11 shall be given only to the outside legal counsel of such Party and will not be disclosed borne by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materialsBuyer.

Government Reviews. As soon as reasonably practicable (a) From and after the Execution Date until the Closing, subject to the terms and conditions of this Agreement, each of Purchaser and Seller shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly (and, in the case of filings under required to be made pursuant to the HSR Act, no not later than 10 Business Days after January 30, 2017) the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser of such Party or any of its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such expiration or termination of the notice or waiting periods, clearance or approval Laws with respect to the transactions contemplated by this Agreement or and to pay any fees due of it in connection with such filings; provided, however, that all filing fees payable to any Governmental Authorities relating to filings required to be made pursuant to the HSR Act shall be paid and borne by Purchaser. In furtherance and not in limitation of the foregoing, each of Purchaser and Seller shall, to the extent permissible by Law, (i) cooperate with the other Transaction Agreements)Party and furnish to the other Party all information in such Party’s possession that is necessary in connection with such other Party’s filings; (ii) promptly inform the other Party of, and supply to such other Party copies of, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; (iii) consult and cooperate with the other Party and provide each other with a reasonable opportunity to provide comments in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with any Governmental Authority relating to such information as each may reasonably request to make such filings, prepare such applications filings and conduct such negotiations, (iv) use commercially reasonable efforts comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials. If a Party intends to respond to and resolve participate in any objections as may be asserted by communication or meeting with any Governmental Body with respect to this Agreement and the other Transaction Agreements, and (v) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other Authority with respect to such filings, applicationsit shall give the other Party reasonable notice of, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such the Governmental BodyAuthority, the an opportunity to attend and/or participateparticipate in any such meeting or communication. Any Seller and Purchaser shall jointly determine any strategy or tactic in complying with this Section 7.7, including Section 7.7(b). Notwithstanding the foregoing, Seller shall not be required to provide Purchaser with any Excluded Records and no Party may, as it deems advisable and necessary, reasonably designate any shall be required to provide the other Party with competitively sensitive material provided to information, including information regarding the other under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source value of the materialstransaction or information subject to any legal privilege, attorney client privilege, work product doctrine or other similar privilege absent entering into a mutually acceptable joint defense agreement.

Government Reviews. As soon as reasonably practicable From the date of this Agreement until the Closing, subject to the terms and conditions of this Agreement, Sellers, the Company, and Buyer shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be promptly made (and, in the case of filings under required to be made pursuant to the HSR Act, no not later than 10 fifteen (15) Business Days after following the date hereof), the Sellers and the Purchaser shall (i) make all required filings (including any filings required under the HSR Act by the Purchaser or its Affiliates in connection with the transactions contemplated under the Contribution Agreement), prepare all required applications and conduct negotiations with each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Body with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk the filings required of delaying such Party or making it more difficult to secure such expiration or termination any of the notice or waiting periods, clearance or approval its Affiliates under any Laws with respect to the transactions contemplated by this Agreement or and to pay any fees due of it in connection with such filings. In furtherance and not in limitation of the foregoing, Sellers, the Company, and Buyer shall, to the extent permissible by Law, (a) reasonably cooperate with the other Transaction Agreements)Party and furnish to the other Party all non-confidential information in such Party’s possession that is necessary in connection with such other Party’s filings, (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, (ivb) use commercially reasonable efforts to respond to cause the early termination or the expiration of the applicable waiting periods under the HSR Act and resolve any objections as may be asserted by any Governmental Body other Laws with respect to the transactions contemplated by this Agreement and as promptly as is reasonably practicable, (c) promptly inform the other Transaction AgreementsParty of any significant communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (d) consult and reasonably cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with any Governmental Authority relating to such filings, and (ve) use commercially reasonable efforts comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials; provided, however, that the foregoing shall not require any Party or its Affiliates to contest and resist divest any action assets, modify its business or proceeding instituted (or threatened incur material Liabilities. If a Party intends to participate in writing to be instituted) by any face-to-face meeting with any Governmental Body challenging this Agreement and the other Transaction Agreements as violative of any Law. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other Authority with respect to such filings, applicationsit shall give the other Party reasonable prior notice of, and negotiations. Each of the Sellers and the Purchaser shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Body regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such the Governmental BodyAuthority, the an opportunity to attend and/or participate. Any Party mayparticipate face-to-face in, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel onlysuch meeting.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.