Hart-Xxxxx-Xxxxxx Xxxing. Parent and Sub agree to (a) file, or caused to be filed, at the expense of Parent, on such date as Parent, Sub and Target shall mutually agree, with the U.S. Department of Justice (DOJ) and Federal Trade Commission ("FTC") all filings, if any, that are required in connection with the transactions contemplated hereby under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 ("HSR Act"), as amended, within ten (10) business days after the date of this Agreement and to request early termination of the waiting period following the filing thereof, (b) cooperate with each other in connection with such HSR Act filings, which cooperation shall include furnishing the other with any information or documents that may be reasonably required in connection with such filings; (c) promptly file, after any request by the FTC or DOJ and after appropriate negotiation with the FTC or DOJ of the scope of such request, any information or documents requested by the FTC or DOJ; and (e) furnish each other with any correspondence from or to, and notify each other of any other communications (and the substance thereof) with, the FTC or DOJ that relates to the transaction contemplated hereunder, and to the extent practicable, to permit each other to participate in any conferences with the FTC or DOJ.
Hart-Xxxxx-Xxxxxx Xxxing. Shareholders and Seller will (with the assistance of the Buyer if and when required) timely and promptly make, and Buyer will or if Buyer is not the "ultimate parent" it will cause its "ultimate parent" (with the assistance of Shareholders and Seller if and when required) to timely and promptly make, all filings which are required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1987 (the "Antitrust Improvements Act"). The parties will use their best efforts to obtain the approval of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as the case may be, to the purchase of the Assets by Buyer or the lapse (or earlier termination) prior to the Closing Date of the waiting period under the Antitrust Improvements Act without the commencement of litigation, or threat thereof, by the appropriate governmental enforcement agency to restrain the transactions contemplated by this Agreement.
Hart-Xxxxx-Xxxxxx Xxxing. The parties hereto shall timely and promptly make all filings which may be required by them in connection with the consummation of the transactions contemplated hereby under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Antitrust Improvements Act"). The parties shall furnish to each other all necessary information and assistance as may be reasonably requested in connection with the preparation of any necessary filings or submissions to any governmental agency, including, without limitation, any filings necessary under the provisions of the Antitrust Improvements Act. The parties shall provide each other with the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between them or their representatives, on the one hand, and the Federal Trade Commission ("FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or members of their respective staffs, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Purchaser shall pay the Antitrust Improvements Act filing fee.
Hart-Xxxxx-Xxxxxx Xxxing. The parties shall cooperate fully and use their best efforts to comply with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations issued thereunder (the "HSR Act"), to determine if a Notification Report form is required thereunder, and to file any required Notification Report form with the Federal Trade Commission and the Department of Justice in accordance with such rules and regulations with respect to transactions contemplated in this Agreement.
Hart-Xxxxx-Xxxxxx Xxxing. As promptly as practicable after the date of this Agreement (but in no event later than ten (10) days after the date of this Agreement), Seller shall prepare and file all documents and notifications with the Federal Trade Commission and the United States Department of Justice as are required to comply with the HSR Act, requesting early termination of the waiting period thereunder. Seller will furnish promptly all materials thereafter requested by any Regulatory Authority having jurisdiction over such filings. Seller will cooperate with Buyers in the preparation of all such filings and responses.
Hart-Xxxxx-Xxxxxx Xxxing. The Company hereby represents and warrants that it is not a $ 100,000,000.00 USD party as defined in the Hart-Xxxxx-Xxxxxx Xxx.
Hart-Xxxxx-Xxxxxx Xxxing. The Purchaser hereby represents and warrants that it is not a $100,000,000.00 USD party as defined in the Hart-Xxxxx-Xxxxxx Xxx.
Hart-Xxxxx-Xxxxxx Xxxing. The aggregate fair market value of the Other Assets is less than $15 million. Omaha and the Shareholders have advised Bristol that, based upon such valuation of the Other Assets, no filings or approvals are required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, in connection with the Merger and the other transactions contemplated hereby, and Omaha and the Shareholders acknowledge and understand that Bristol has relied upon the representations and warranties contained in this Section 2.31 in making its determination to not make any such filings or seek any such approvals.
Hart-Xxxxx-Xxxxxx Xxxing. As promptly as practical after the date hereof (which in no event shall be later than January 3, 1997), Optionee and the Company shall prepare and file with the Federal Trade Commission and the United States Department of Justice all documents which are required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings.
Hart-Xxxxx-Xxxxxx Xxxing. Sellers and Company will (with the assistance of the Buyer if and when required) timely and promptly make, and Buyer will cause its "ultimate parent" (with the assistance of Sellers and Company if and when required) to timely and promptly make, all filings which are required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (the "Antitrust Improvements Act"). The parties will use their best efforts to obtain the approval of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as the case may be, to the purchase of the Shares by Buyer or the lapse prior to the Closing Date of the waiting period under the Antitrust Improvements Act without the commencement of litigation, or threat thereof, by the appropriate governmental enforcement agency to restrain the transactions contemplated under this Agreement.
