Common use of Government Reviews Clause in Contracts

Government Reviews. 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 required to be made pursuant to the HSR Act, not later than fifteen (15) Business Days following the date of this Agreement) the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement 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 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, (b) use commercially reasonable efforts to cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable, (c) promptly inform the other Party 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 (e) 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 divest any assets, modify its business or incur material Liabilities. If a Party intends to participate in any face-to-face meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and to the extent permitted by the Governmental Authority, an opportunity to participate face-to-face in, such meeting.

Government Reviews. (a) From and after the date of this Agreement Execution Date until the Closing, subject to the terms and conditions of this Agreement, Sellers, the Company, each of Purchaser and Buyer Seller shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly made (and, in the case of filings required to be made pursuant to the HSR Act, not later than fifteen (15) Business Days following after the date of this AgreementExecution Date) the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and to pay any fees due of it in connection with such filings; provided, however, that all 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 except that all fees payable in connection with any filing in which Seller is the Acquiring Person within the meaning of the HSR Act and the applicable regulations thereunder shall be paid and borne by Seller. In furtherance and not in limitation of the foregoing, Sellers, the Company, each of Purchaser and Buyer Seller shall, to the extent permissible by Law, , (ai) reasonably cooperate with the other 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, ; (b) use commercially reasonable efforts to cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable, (cii) promptly inform the other Party of of, and supply to such other Party copies of, any significant communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, ; (diii) consult and reasonably 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 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 (eiv) 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 documents, or other materials; provided, however, that the foregoing shall not require any Party or its Affiliates to divest any assets, modify its business or incur material Liabilities. If a Party intends to participate in any face-to-face communication or meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and to the extent permitted by the Governmental Authority, an opportunity to participate face-in any such meeting or communication. Seller and Purchaser shall jointly determine any strategy or tactic in complying with this Section 7.12, including Section 7.12(b). Notwithstanding the foregoing, Seller shall not be required to provide Purchaser with any Excluded Records and no Party shall be required to provide the other Party with information regarding the value of the transaction or subject to any legal privilege, attorney client privilege, work product doctrine, or other similar privilege absent entering into a mutually acceptable joint defense agreement. (b) Purchaser shall, and shall cause its Affiliates to-face in, such meeting.take any and all steps to (i) cause the expiration or early termination of the applicable waiting period under the HSR Act

Government Reviews. (a) From and after the date of this Agreement Effective Date until the Closing, subject to the terms and conditions of this Agreement, Sellers, the Company, and Buyer each Party shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly made (and, in the case of filings required to be made pursuant to the HSR Act, if any, not later than fifteen ten (1510) Business Days following the date of this AgreementEffective Date) the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and to pay any fees due of it in connection with such filings; provided, however, that all filing fees payable to any Governmental Body relating to filings required to be made pursuant to the HSR Act shall be paid and borne by Mammoth. In furtherance and not in limitation of the foregoing, Sellers, the Company, and Buyer Parties shall, to the extent permissible by Law, (ai) reasonably cooperate with the other Party Parties and furnish to the other Party Parties all non-confidential information in such Party’s possession that is necessary in connection with such other Party’s filings, (b) use commercially reasonable efforts to cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable, (cii) promptly inform the other Party Parties of, and supply to such other Parties copies of any significant communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority Body in respect of such filings, (diii) consult and reasonably cooperate with the other Party Parties 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 Parties in connection with all meetings, actions and proceedings with any Governmental Authority Body relating to such filings, and (eiv) comply, as promptly as is reasonably practicable, with any requests received by such Party the Parties or any of its their 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 divest any assets, modify its business or incur material Liabilities. If a Party intends to participate in any face-to-face communication or meeting with any Governmental Authority Body with respect to such filings, it shall give the other Party Parties reasonable prior notice of, and to the extent permitted by the Governmental AuthorityBody, an opportunity to participate face-in any such meeting or communication. Parties shall jointly determine any strategy or tactic in complying with this Section 6.1, including Section 6.1(b). (b) The Parties shall, and shall cause their Affiliates to-face in, such meetinguse commercially reasonable efforts to (i) cause the expiration or early termination of the applicable waiting period under the HSR Act, if required, with respect to the Transactions as promptly as is practicable but in no event later than the Termination Date, and (ii) resolve any objection or assertion by any Governmental Body or any action or proceeding by any Governmental Body or other Person, whether by judicial or administrative action, challenging this Agreement or the consummation of the Transactions or the performance of obligations hereunder so as to enable the Closing to occur as soon as reasonably practicable (and in any event not later than the Termination Date). The Parties shall 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 the Transactions as in violation of any Law.

Government Reviews. (a) From and after the date of this Agreement Execution Date until the Closing, subject to the terms and conditions of this Agreement, Sellers, the Company, each of Purchaser and Buyer Seller shall, and shall cause their respective Affiliates to, undertake commercially reasonable efforts to make or cause to be made promptly made (and, in the case of filings required to be made pursuant to the HSR Act, not later than fifteen (15) Business Days following after the date of this AgreementExecution Date) the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and to pay any fees due of it in connection with such filings; provided, however, that all 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 except that all fees payable in connection with any filing in which Seller is the Acquiring Person within the meaning of the HSR Act and the applicable regulations thereunder shall be paid and borne by Seller. In furtherance and not in limitation of the foregoing, Sellers, the Company, each of Purchaser and Buyer Seller shall, to the extent permissible by Law, (ai) reasonably cooperate with the other 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, ; (b) use commercially reasonable efforts to cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable, (cii) promptly inform the other Party of of, and supply to such other Party copies of, any significant communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, ; (diii) consult and reasonably 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 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 (eiv) 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 documents, or other materials; provided, however, that the foregoing shall not require any Party or its Affiliates to divest any assets, modify its business or incur material Liabilities. If a Party intends to participate in any face-to-face communication or meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and to the extent permitted by the Governmental Authority, an opportunity to participate face-in any such meeting or communication. Seller and Purchaser shall jointly determine any strategy or tactic in complying with this Section 7.12, including Section 7.12(b). Notwithstanding the foregoing, Seller shall not be required to provide Purchaser with any Excluded Records and no Party shall be required to provide the other Party with information regarding the value of the transaction or subject to any legal privilege, attorney client privilege, work product doctrine, or other similar privilege absent entering into a mutually acceptable joint defense agreement. (b) Purchaser shall, and shall cause its Affiliates to-face in, take any and all steps to (i) cause the expiration or early termination of the applicable waiting period under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as is practicable but in no event later than the Termination Date; and (ii) avoid each and every impediment under Antitrust Laws and resolve any objection or assertion by any Governmental Authority or any action or proceeding by any Governmental Authority or other person, whether by judicial or administrative action, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or the performance of obligations hereunder so as to enable the Closing to occur as soon as reasonably practicable (and in any event not later than the Termination Date), including but not limited to: (x) agreeing to divest, hold separate, or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the business, services or assets of Purchaser or any of its Affiliates; (y) entering into or terminating any agreement with respect to any Purchaser’s assets, business, or operations; and (z) contesting and resisting any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as in violation of any Law; provided, however, that any condition to which Purchaser agrees may be conditioned on the Closing of the transaction contemplated by this Agreement. Purchaser shall be responsible for and shall pay all of fees, expenses, and costs in complying with this Section 7.12 and reimburse Seller for all such meetingsimilar fees, expenses, and costs.