Common use of HSR Act Filings; Reasonable Efforts; Notification Clause in Contracts

HSR Act Filings; Reasonable Efforts; Notification. (i) Each of Cardinal and Bergen shall (A) make or cause to be made the filings required of such party or any of its subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (C) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the non- filing party 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 (as hereinafter defined) with respect to any such filing or any such transaction. Each party shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws.

HSR Act Filings; Reasonable Efforts; Notification. (i) Each of Cardinal and Bergen BLP shall (A) make or cause to be made the filings required of such party hereto or any of its subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement as promptly as practicable and in any event within ten seven business days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party hereto or any of its subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (C) cooperate with the other party in connection with any such filing (including, with respect to the party hereto making a filing, providing copies of all such documents to the non- non-filing party 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 (as hereinafter defineddefined in Section 6.1(a)(ii)) with respect to any such filing or any such transaction. Each party hereto shall use all reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party hereto shall promptly inform the other party parties hereto of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither No party hereto shall independently participate in any formal meeting 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 party hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. Each of the parties hereto will use all reasonable best efforts to secure termination of any waiting periods under the HSR Act and obtain the approval of any other Governmental Authority for the transactions contemplated by this Agreement. Cardinal and BLP may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1 “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Cardinal or BLP, as the case may be) or its legal counsel, provided, however, that materials concerning the valuation of BLP may be redacted.

HSR Act Filings; Reasonable Efforts; Notification. (i) Each of Cardinal Parent and Bergen the Company shall (A) make or cause to be made the filings required of such party or any of its subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten five business days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (C) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the non- filing party 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 Foreign Antitrust Laws the parties reasonably agree are applicable (as hereinafter definedthe “Agreed Foreign Approvals”) with respect to any such filing or any such transaction. Each party shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law Laws in connection with the Merger Mergers and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws.

HSR Act Filings; Reasonable Efforts; Notification. (i) Each of Cardinal Health and Bergen ALARIS shall (A) make or cause to be made the filings required of such party hereto or any of its subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement as promptly as practicable and in any event within ten seven business days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party hereto or any of its subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (C) cooperate with the other party in connection with any such filing (including, with respect to the party hereto making a filing, providing copies of all such documents to the non- non-filing party 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 (as hereinafter defineddefined in Section 6.1(a)(ii)) with respect to any such filing or any such transaction. Each party hereto shall use all reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party hereto shall promptly inform the other party parties hereto of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither No party hereto shall independently participate in any formal meeting 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 party hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. Each of the parties hereto will use all reasonable best efforts to secure termination of any waiting periods under the HSR Act and obtain the approval of any other Governmental Authority for the transactions contemplated by this Agreement. Cardinal Health and ALARIS may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.1 “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Cardinal Health or ALARIS, as the case may be) or its legal counsel.

HSR Act Filings; Reasonable Efforts; Notification. (i) Each of Cardinal Parent and Bergen the Company shall (A) make or cause to be made the filings required of such party or any of its subsidiaries Subsidiaries or affiliates Affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement, as promptly as practicable and in any event the initial filing with respect to this Agreement, if required, shall be made within ten 10 business days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its subsidiaries Subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (C) act in good faith and reasonably cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the non- non-filing party and its advisors reasonably 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 (as hereinafter defined) with respect to any such filing or any such transaction. Each To the extent not prohibited by Applicable Laws, each party to this Agreement shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party to this Agreement shall promptly inform give the other party parties to this Agreement reasonable prior notice of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party None of the parties to this Agreement shall independently participate in any formal meeting 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 party parties to this Agreement prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto to this Agreement will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws.

HSR Act Filings; Reasonable Efforts; Notification. (i) Each of Cardinal The Merger Agreement obligates Portec, X.X. Xxxxxx and Bergen shall Purchaser to each use their reasonable best efforts to (A) make take, or cause to be made the filings required taken, all appropriate action, and do, or cause to be done, all 18 Table of such party or any of its subsidiaries or affiliates Contents things necessary and proper under the HSR Act with respect applicable law to consummate and make effective the transactions contemplated hereby by the Merger Agreement as promptly as practicable and in any event within ten business days after the date of this Agreementpracticable, (B) comply at the earliest practicable date with obtain from any request under the HSR Act for additional informationgovernmental entity or any other third party any consents, documentslicenses, permits, waivers, approvals, authorizations, or other materials received orders required to be obtained or made by such party Portec or X.X. Xxxxxx or any of its their subsidiaries from in connection with the Federal Trade Commission or authorization, execution and delivery of the Department Merger Agreement and the consummation of Justice or any other Governmental Authority in respect of such filings or such transactionsthe transactions contemplated thereby including the Offer and the Merger, and (C) cooperate with the as promptly as practicable, make all necessary filings, and thereafter make any other party in connection with any such filing (includingrequired submissions, with respect to the party making a filingMerger Agreement, providing copies the Offer and the Merger required under (1) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (2) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of all such documents 1976, as amended (the “HSR Act”), and any related governmental request thereunder and (3) any other applicable law. The Company and X.X. Xxxxxx shall respond as promptly as practicable to the non- filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions any inquiries or changes suggested in connection therewith) and requests received from any antitrust authority or other governmental entity in connection with resolving any investigation antitrust or related matters. Each of the Company and X.X. Xxxxxx shall (a) give the other inquiry party prompt notice of the commencement or threat of commencement of any such agency proceeding by or other Governmental Authority under before any Antitrust Laws (as hereinafter defined) governmental entity with respect to any such filing the Offer, the Merger or any such transaction. Each party shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the Merger and of the other transactions contemplated by this the Merger Agreement. Each , (b) keep the other party shall informed as to the status of any such proceeding or threat, and (c) promptly inform the other party of any communication withto or from any governmental entity regarding the Offer, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings the Merger or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other transactions contemplated by the Merger Agreement and the Tender and Voting Agreement. Except as may be prohibited by law, (x) each party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one anotherthe other, and will consider in good faith the views of the other, in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings proceeding under or relating to any foreign, federal or state antitrust or fair trade law, and (y) in connection with any such proceeding, each party will permit authorized representatives of the HSR Act other to be present at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any governmental entity in connection with any such proceeding. At the request of X.X. Xxxxxx, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or the Subsidiaries’ ability to operate or retain any of the businesses, product lines or assets of the Company or any Subsidiary, provided, however, that any such action is conditioned upon the consummation of the Offer and satisfaction of all conditions to the consummation of the Offer. Each of Portec and X.X. Xxxxxx shall use its reasonable best efforts to lift any restraint, injunction or other Antitrust Lawslegal bar to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and the Tender and Voting Agreement. However, neither X.X. Xxxxxx nor Purchaser shall be required to agree to hold separate or to dispose of any assets or businesses of X.X. Xxxxxx and its subsidiaries or of the Company and its subsidiaries. Public Announcements. X.X. Xxxxxx and the Company have agreed to consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and the Tender and Voting Agreement. Additionally, the Company and its subsidiaries and representatives will not make any disclosure to their employees, to the public or otherwise regarding the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and the Tender and Voting Agreement, unless (a) X.X. Xxxxxx shall have been given the opportunity to review and comment upon such disclosure and shall have approved such disclosure or (b) such disclosure is required by applicable law.