HSR and Other Filings. Each of the Parties agrees to use commercially reasonable efforts to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act, if applicable, and submissions of information requested by Governmental Bodies, necessary to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the other Parties in connection with the foregoing. The Parties shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Body in connection with antitrust matters. The Parties shall use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Body having jurisdiction over antitrust matters. Notwithstanding anything to the contrary in this Agreement, if any Party, in its reasonable business judgment, considers the imposition of a condition upon the transactions by a Governmental Body to be materially adverse to such Party, such Party may terminate this Agreement.
HSR and Other Filings. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other 26 27 in connection with the foregoing, including the taking of such actions as are necessary to obtain any necessary consents, approvals, orders, exemptions and authorizations by or from any public or private third party, including, without limitation, any that are required to be obtained under any federal, state or local law or regulation or any contract, agreement or instrument to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets are bound, to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Transactions, to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transactions, and to effect all necessary registrations and submissions of information requested by governmental authorities. For purposes of the foregoing sentence, the obligations of Parent and the Company to use their "best efforts" to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to an adverse modification of the terms of such documents or to prepay or incur additional obligations to such other parties. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the Company shall take all such necessary action.
HSR and Other Filings. Without limitation of the foregoing, each Party undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by applicable Law) within ten (10) business days following the date hereof, or a later date if agreed to by the Parties, a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division of the DOJ (the filing fees payable in connection therewith to be paid by Purchaser); (ii) subject to the allocation of responsibility set forth in Section 4.04, file as soon as practicable, but in no event later than ten (10) business days, after the date hereof, any forms or reports required by FERC Regulatory Filing; (iii) prepare, as soon as practicable (but in no event more than ten (10) business days), all filings and other presentations or submissions in connection with obtaining all other consents, approvals, authorizations of any Governmental Authority, including those listed on Schedule 7.03(b) and Schedule 8.03; (iv) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation; and (v) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior consent of the other Party.
HSR and Other Filings. Target and Wildcat shall promptly make their respective filings and any other required or requested submissions under the HSR Act and shall cooperate with one another and use their best efforts, as required by and subject to Section 4.4, to determine whether, in connection with the consummation of the transactions contemplated by this Agreement, any other filings are required to be made with, or any consents are required to be obtained from, any third party or any Governmental Authority prior to the Effective Time and to make any such filings promptly and to obtain any such consents on a timely basis.
HSR and Other Filings. Within fifteen (15) days after the date of this Agreement, the Parties (i) will file, or cause to be filed by their respective “ultimate parent entities” (as defined in the HSR Act), the notifications required to be filed under the HSR Act with respect to the Transactions, and (ii) shall request early termination of the HSR Act waiting period for any notification filed as soon as practicable after the public announcement of the Agreement, but not before.
HSR and Other Filings. (a) Subject to the terms and conditions herein provided and to applicable legal requirements, each of the parties hereto agrees to use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and (ii) to cooperate with each other in connection with the foregoing, including the taking of such actions as are necessary to obtain any necessary consents, licenses, approvals, orders, exemptions and authorizations by or from any public or private third party or Governmental Entity, including, without limitation, those consents, licenses, approvals, exemptions or authorizations required with respect to the agreements set forth in Sections 5.6(a) and 5.6(b) of the Company Disclosure Schedule and
HSR and Other Filings. Without limitation of the foregoing, each party undertakes and agrees to (i) file (and each party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such party to file, if such filing is required by applicable Law) as soon as practicable following the date hereof, a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division of the DOJ (the filing fees payable in connection therewith to be paid by Purchaser); (ii) subject to the allocation of responsibility set forth in Section 4.03, file as soon as practicable after the date hereof any forms or reports required by FERC and any applicable state or local government public utility regulatory bodies; (iii) submit as soon as practicable after the date hereof a request for each other Governmental Approval to be sought by that party; (iv) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade, Tax, or energy or utility regulation matters; and (v) subject to Section 4.05, take any action and agree to any undertaking necessary to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated hereby. Each party shall (and shall cause any such parent entity to) (vi) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation; and (vii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior consent of the other party.
HSR and Other Filings. (a) Subject to the terms and conditions herein provided and to applicable legal requirements, each of the parties hereto agrees to use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and (ii) to cooperate with each other in connection with the foregoing, including the taking of such actions as are necessary to obtain any necessary consents, licenses, approvals, orders, exemptions and authorizations by or from any public or private third party or Governmental Entity, including, without limitation, those consents, licenses, approvals, exemptions or authorizations required with respect to the agreements set forth in Sections 5.6(a) and 5.6(b) of the Company Disclosure Schedule and any others that are required to be obtained under any Law or any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets are bound, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Transactions, (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transactions, and (iv) to effect all necessary registrations and submissions of information requested by governmental authorities. For purposes of the foregoing sentence, the obligations of Parent and the Company to use their "reasonable best efforts" to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to an adverse modification of the terms of such documents or to prepay or incur additional obligations to such other parties. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the Company shall take all such necessary action. The Company shall use its reasonable best efforts to properly record all assignments of its Intellectual Property and make all other necessary filings with the United States Patent and Trademark Office and the United States Copyright Office.
