Common use of HSR Act and Other Filings Clause in Contracts

HSR Act and Other Filings. (a) The Purchasers and the Sellers shall (i) within 15 days after the date hereof, make such filings as may be required by the HSR Act with respect to the transactions contemplated hereby, (ii) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (iii) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (iv) seek the earliest possible termination or waiver of the waiting period under the HSR Act. (b) Each of the Sellers and the Purchasers shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. If any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Sellers and the Purchasers shall cooperate to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including by pursuing all commercially reasonable avenues of administrative and judicial appeal; provided, however, that nothing in this Section 7.5 requires the Purchasers or the Sellers to offer or agree to enter into any Contracts or Other Agreements, including agreements to sell, license or otherwise dispose of, restrict or hold separate or otherwise divest, all or any part of (i) any asset or business, or any asset or business of Subsidiaries or Affiliates, or (ii) any asset or business of the Companies, or otherwise limit, in any respect, the conduct of the present or future business of either the Purchasers, the Sellers, the Companies or their respective Affiliates, as the case may be. (c) Each of the Sellers and the Purchasers shall promptly inform each other of any material communication made to, or received by such party from, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby. (d) The Purchasers shall be responsible for the fee associated with the filing under the HSR Act.

HSR Act and Other Filings. (a) The Purchasers Purchaser and the Sellers Company shall (ia) within 15 days as promptly as practicable after the date hereof, with each of the Purchaser and the Company using their commercially reasonable efforts to make a prompt filing, make such filings as may be required by the HSR Act with respect to the transactions contemplated hereby, (iib) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (iiic) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (ivd) seek the earliest possible termination or waiver of the waiting period under such statute. The Purchaser and the HSR Act.Company shall as promptly as practicable after the date hereof, with each of the Purchaser and the Company using their commercially reasonable efforts to make prompt filings, also file or cause the filing of the notices, applications, and requests pursuant to any other Antitrust Law, including filings with federal, state and local governmental authorities described in Schedule 6.09 of the Company Disclosure Schedule. ------------- (b) Each of the Sellers Purchaser and the Purchasers Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust LawLaw (as defined below). If any Action administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Sellers Purchaser and the Purchasers Company shall cooperate to contest and resist any such Actionaction or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including including, without limitation, by pursuing all commercially reasonable avenues of administrative and judicial appeal; provided, however, that nothing in this Section 7.5 requires . The commercially reasonable efforts on the Purchasers or part of the Sellers Purchaser will include complying with any request to offer or agree to enter into any Contracts or Other Agreements, including agreements to sell, license sell or otherwise dispose of, restrict or hold separate (through the establishment of a trust or otherwise divestotherwise) particular assets or categories of assets, all or businesses of the Purchaser or the Company or any part of (i) their affiliates or withdraw from doing business in a particular jurisdiction or take any asset other action requested; provided, that any such request or businessaction would not, or any asset or business of Subsidiaries or Affiliates, or (ii) any asset or business in the reasonable judgment of the CompaniesPurchaser, reasonably be expected to result in, directly or otherwise limitindirectly, a reduction in any respect, aggregate revenues (based on revenues of Compagnie de Saint-Gobain and its affiliates or the conduct of the present or future business of either the Purchasers, the Sellers, the Companies or their respective AffiliatesCompany, as the case may be., for fiscal 2000) of Compagnie de Saint-Gobain and its affiliates (including the Company) on an annualized basis in excess of $12,500,000 (any such request or action hereinafter referred to as a "Burdensome Regulatory Condition"). ------------------------------- (c) Each of the Sellers Purchaser and the Purchasers Company shall promptly inform each other of any material communication made to, or received by such party from, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority federal, state or foreign governmental or regulatory authority regarding any of the transactions contemplated hereby. (d) The Purchasers Notwithstanding the foregoing or any other provision of this Agreement, in the event of a Burdensome Regulatory Condition, nothing in this Section 6.09 shall be responsible (i) limit a party's right to terminate this Agreement pursuant to Section 10.01 so long as such party has up to then complied in all material respects with its obligations under this Section 6.09, which for purposes of this Section 6.09(d) shall require that Purchaser also use its reasonable best efforts for a reasonable period of time to lift or remove a Burdensome Regulatory Condition, or (ii) require Purchaser, its affiliates or the fee associated Company to consent to any restriction, limitation obligation or other action with respect to the filing under businesses of Purchaser, its affiliates or the HSR ActCompany or any sale or disposition of any assets of Purchaser, its affiliates or the Company, if such restriction, limitation, obligation or other action would constitute a Burdensome Regulatory Condition.

HSR Act and Other Filings. (a) The Purchasers Buyer and the Sellers shall (ia) within 15 days as promptly as practicable after the date hereof, with each of the Buyer and the Sellers using their commercially reasonable efforts to make a prompt filing, make such filings as may be required by the HSR Act with respect to the transactions contemplated hereby, (iib) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (iiic) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (ivd) seek the earliest possible termination or waiver of the waiting period under such statute. The Buyer and the HSR Act.Sellers shall also file or cause the filing of the notices, applications, and requests with federal, state and local governmental authorities described in Schedule 5.13. -------- ---- (b) Each of the Sellers and the Purchasers Buyer shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust LawLaw (as defined below). If any Action administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Sellers and the Purchasers Buyer shall cooperate to contest and resist any such Actionaction or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including including, without limitation, by pursuing all commercially reasonable avenues of administrative and judicial appeal; provided, however, that nothing in this Section 7.5 requires . The commercially reasonable efforts on the Purchasers or part of the Sellers Buyer will include complying with any request to offer or agree to enter into any Contracts or Other Agreements, including agreements to sell, license sell or otherwise dispose of, restrict or hold separate (through the establishment of a trust or otherwise divestotherwise) particular assets or categories of assets, all or businesses of the Buyer or the Purchased Business or any part of (i) their Affiliates or withdraw from doing business in a particular jurisdiction or take any asset or businessother action requested so long as such action would not, or any asset or business of Subsidiaries or Affiliates, or (ii) any asset or business in the reasonable judgment of the CompaniesBuyer, reasonably be expected to substantially impair or otherwise limitsubstantially reduce the overall benefits expected, in any respect, the conduct as of the present or future business of either date hereof, to be realized by the Purchasers, Buyer from the Sellers, the Companies or their respective Affiliates, as the case may be. (c) Each of the Sellers and the Purchasers shall promptly inform each other of any material communication made to, or received by such party from, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority regarding any consummation of the transactions contemplated herebyby this Agreement. (d) The Purchasers shall be responsible for the fee associated with the filing under the HSR Act.

HSR Act and Other Filings. (a) The Purchasers Each of Parent and the Sellers Company shall (i) within 15 days after use commercially reasonable efforts to make or cause to be made the date hereof, make filings required of such filings as may be required by party to this Agreement or any of its subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated herebyby this Agreement as promptly as practicable, and in any event within ten Business Days following the date hereof, (ii) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (iii) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (iv) seek comply at the earliest possible termination or waiver of the waiting period practicable date with any request under the HSR Act. (b) Each of the Sellers and the Purchasers shall use commercially reasonable efforts to resolve such objectionsAct for additional information, if anydocuments, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. If any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Sellers and the Purchasers shall cooperate to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including by pursuing all commercially reasonable avenues of administrative and judicial appeal; provided, however, that nothing in this Section 7.5 requires the Purchasers or the Sellers to offer or agree to enter into any Contracts or Other Agreements, including agreements to sell, license or otherwise dispose of, restrict or hold separate or otherwise divest, all or any part of (i) any asset or business, or any asset or business of Subsidiaries or Affiliates, or (ii) any asset or business of the Companies, or otherwise limit, in any respect, the conduct of the present or future business of either the Purchasers, the Sellers, the Companies or their respective Affiliates, as the case may be. (c) Each of the Sellers and the Purchasers shall promptly inform each other of any material communication made to, or materials received by such party from, or any of its subsidiaries from the United States Federal Trade Commission, Commission or the Antitrust Division of the United States Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate in good faith with each other in connection with any such filing (including, with respect to the party to this Agreement making a filing, providing copies of all such documents to the non-filing party to this Agreement and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. The parties to this Agreement shall consult in good faith with each other to determine whether any other filing, application or notice must be made or approval must be obtained pursuant to any applicable Law, and shall use commercially reasonable efforts to furnish to each other all information required for any such filing, application or notice to be timely made or approval to be obtained pursuant to any applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. Each party to this Agreement shall promptly notify the other parties to this Agreement of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. None of the transactions contemplated herebyparties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other parties to this Agreement prior notice of such meeting or conversation and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties to this Agreement will consult and cooperate with one another in good faith, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws or any other applicable Law, if any. Subject to Section 5.02, the Company will consult with Parent in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals and filings made or submitted by or on behalf of the Company to the IRS or any other Governmental Authority in connection with any Tax or insurance matters. (db) The Purchasers parties to this Agreement agree to use commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, including seeking to have any temporary restraining or interim order entered by any court or other Governmental Authority vacated or reversed. Notwithstanding anything to the contrary in this Agreement, none of the Company, Parent or Merger Sub shall be responsible for required to, and the fee associated with Company shall not without the filing prior written consent of Parent be permitted to, make or enter into any divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or the operations of the Company, or those of any of their Affiliates, or agree to any other restrictions, in order to obtain any approval from any Governmental Authority to complete the Merger under the HSR Actany Antitrust Laws or otherwise.

HSR Act and Other Filings. (a) The Purchasers Purchaser and the Sellers Company shall (ia) within 15 days as promptly as practicable after the date hereof, with each of the Purchaser and the Company using their commercially reasonable efforts to make a prompt filing, make such filings as may be required by the HSR Act with respect to the transactions contemplated hereby, (iib) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (iiic) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (ivd) seek the earliest possible termination or waiver of the waiting period under such statute. The Purchaser and the HSR ActCompany shall as promptly as practicable after the date hereof, with each of the Purchaser and the Company using their commercially reasonable efforts to make prompt filings, also file or cause the filing of the notices, applications, and requests pursuant to any other Antitrust Law, including filings with federal, state and local governmental authorities described in Schedule 6.09 of the Company Disclosure Schedule. (b) Each of the Sellers Purchaser and the Purchasers Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust LawLaw (as defined below). If any Action administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Sellers Purchaser and the Purchasers Company shall cooperate to contest and resist any such Actionaction or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including including, without limitation, by pursuing all commercially reasonable avenues of administrative and judicial appeal; provided, however, that nothing in this Section 7.5 requires . The commercially reasonable efforts on the Purchasers or part of the Sellers Purchaser will include complying with any request to offer or agree to enter into any Contracts or Other Agreements, including agreements to sell, license sell or otherwise dispose of, restrict or hold separate (through the establishment of a trust or otherwise divestotherwise) particular assets or categories of assets, all or businesses of the Purchaser or the Company or any part of (i) their affiliates or withdraw from doing business in a particular jurisdiction or take any asset other action requested; provided, that any such request or businessaction would not, or any asset or business of Subsidiaries or Affiliates, or (ii) any asset or business in the reasonable judgment of the CompaniesPurchaser, reasonably be expected to result in, directly or otherwise limitindirectly, a reduction in any respect, aggregate revenues (based on revenues of Compagnie de Saint-Gobain and its affiliates or the conduct of the present or future business of either the Purchasers, the Sellers, the Companies or their respective AffiliatesCompany, as the case may be, for fiscal 2000) of Compagnie de Saint-Gobain and its affiliates (including the Company) on an annualized basis in excess of $12,500,000 (any such request or action hereinafter referred to as a "Burdensome Regulatory Condition"). (c) Each of the Sellers Purchaser and the Purchasers Company shall promptly inform each other of any material communication made to, or received by such party from, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority federal, state or foreign governmental or regulatory authority regarding any of the transactions contemplated hereby. (d) The Purchasers Notwithstanding the foregoing or any other provision of this Agreement, in the event of a Burdensome Regulatory Condition, nothing in this Section 6.09 shall be responsible (i) limit a party's right to terminate this Agreement pursuant to Section 10.01 so long as such party has up to then complied in all material respects with its obligations under this Section 6.09, which for purposes of this Section 6.09(d) shall require that Purchaser also use its reasonable best efforts for a reasonable period of time to lift or remove a Burdensome Regulatory Condition, or (ii) require Purchaser, its affiliates or the fee associated Company to consent to any restriction, limitation obligation or other action with respect to the filing under businesses of Purchaser, its affiliates or the HSR ActCompany or any sale or disposition of any assets of Purchaser, its affiliates or the Company, if such restriction, limitation, obligation or other action would constitute a Burdensome Regulatory Condition.