Common use of Governmental and Third-Party Notices and Consents Clause in Contracts

Governmental and Third-Party Notices and Consents. (a) Each Party (other than the Company Stockholder Representative) shall use its commercially reasonable efforts to obtain, at its expense (except as otherwise provided herein), all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement (collectively, “Antitrust Filings”) and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties (other than the Company Stockholder Representative) shall promptly (and no later than five (5) business days) after the signing of this Agreement file any Antitrust Filings that it may be required to file, including any Notification and Report Forms with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act. The Parties (other than the Company Stockholder Representative) shall cooperate in the timely preparation and submission of, including furnishing to the other Party or its counsel information required for, any necessary Antitrust Filings. The Company shall pay up to $50,000 of the applicable filing fee required in connection with the filings made by the Parties pursuant to the Xxxx-Xxxxx-Xxxxxx Act, and the Buyer shall pay the balance thereof and any fees that must be paid by any of the Parties under any other applicable Antitrust Law.

Governmental and Third-Party Notices and Consents. (a) Each Party (other than the Company Stockholder Representative) shall use its commercially reasonable efforts to obtain, at its expense (except as otherwise provided herein)expense, all waivers, permits, consents, approvals or other authorizations from Governmental EntitiesEntities and Antitrust Authorities, and to effect all registrations, filings and notices with or to Governmental EntitiesEntities and Antitrust Authorities, as may be required for such Party to consummate the transactions contemplated by this Agreement (collectively, “Antitrust Filings”) and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties (other than the Company Stockholder Representative) shall promptly (and no later than five (5) business days) after the signing of this Agreement file any Antitrust Filings Notification and Report Forms and related material that it may be required to file, including any Notification and Report Forms file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHxxx-Xxxxx-Xxxxxx Act. The Parties (other than the Company Stockholder Representative) Act and under any applicable Antitrust Law, shall cooperate in the timely preparation and submission of, including furnishing use its commercially reasonable efforts to the other Party or its counsel information required for, any necessary Antitrust Filings. The Company shall pay up to $50,000 obtain an early termination of the applicable filing fee required waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable. The Parent and the Buyer shall cooperate with each other in connection with the making of all such filings made by (subject to applicable law regarding the Parties pursuant sharing of information), including providing copies of all such documents to the Xxxxnon-Xxxxx-Xxxxxx Actfiling party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. For the avoidance of doubt, the Buyer and the Buyer Parent agree that nothing contained in this Section 4.2(a) shall pay the balance thereof modify or affect their respective rights and any fees that must be paid by any of the Parties responsibilities under any other applicable Antitrust LawSection 4.2(b).

Governmental and Third-Party Notices and Consents. (a) Each Party (other than the Company Stockholder Representative) shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, at its expense (except as otherwise provided herein)expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement (collectively, “Antitrust Filings”) and to otherwise comply with all applicable Laws laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties (other than the Company Stockholder Representative) shall promptly (and no later than five (5) business days) after the signing of this Agreement file any Antitrust Filings that applications it may be required to filefile under any applicable foreign antitrust or trade regulation law, including any Notification and Report Forms with the Federal Trade Commission and the Antitrust Division shall use its Reasonable Best Efforts to obtain an early termination of the United States Department applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated to sell or dispose of Justice under or hold separately (through a trust or otherwise) any assets or businesses of the Xxxx-Xxxxx-Xxxxxx ActBuyer or its Affiliates. The Parties (will work together to identify all waivers, permits, consents, approvals or other than authorizations from Governmental Entities that are required under any applicable foreign antitrust or trade regulation law by either Party to consummate the Company Stockholder Representative) shall cooperate in the timely preparation transactions contemplated by this Agreement and submission of, including furnishing to the other Party otherwise comply with all applicable foreign antitrust or its counsel information required for, any necessary Antitrust Filings. The Company shall pay up to $50,000 of the applicable filing fee required trade regulation laws and regulations in connection with the filings made by the Parties pursuant to the Xxxx-Xxxxx-Xxxxxx Act, and the Buyer shall pay the balance thereof and any fees that must be paid by any of the Parties under any other applicable Antitrust Lawtherewith.