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. If required, Shareholders and Company 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 Company 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 Stock 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 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), Buyers 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. Buyers shall promptly furnish all materials thereafter requested by any Regulatory Authority having jurisdiction over such filings. Buyers will cooperate with Seller in the preparation of all such filings and responses.
Hart-Xxxxx-Xxxxxx Xxxing. The Shareholders, Geri-Xxxe and Scripts will, if required, timely and promptly make, and the Parent will timely and promptly make, all filings which are required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1987 (the "Antitrust Improvements Act").
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 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 the transactions contemplated in this Agreement. In the event such Notification Report is required, this Agreement shall become effective as of the Effective Date at such time as the appropriate waiting periods as prescribed by such rules and regulations have expired.
Hart-Xxxxx-Xxxxxx Xxxing. If and to the extent applicable, Delano, DA and each Stockholder agree to file, and to cause any other Person obligated to do so as a result of such person's stock holdings in Delano or DA, a Notification and Report Form in accordance with the notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder (collectively, the "H-S-R ACT") with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission and to use its and their reasonable best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the H-S-R Act as a prerequisite to the consummation of the transactions provided for herein.
Hart-Xxxxx-Xxxxxx Xxxing. If any Investor's purchase of shares at the Second Closing is subject to the filing requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, such filings shall have been made and the waiting period with respect thereto shall have expired or been terminated. The Company and any such Investor shall make such filings as soon as practicable following the date hereof, and shall use their commercially reasonable best efforts to cause early termination of any waiting period under such Act.
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.
