Common use of HSR Clearance Clause in Contracts

HSR Clearance. (a) In furtherance and not in limitation of Section 7.01, each of Buyer and Albertson’s shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Notwithstanding the foregoing, Buyer shall promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (A) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Law or the Federal Trade Commission Act, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closing, including (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third party), (ii) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its Affiliates, (iii) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.

HSR Clearance. (a) In furtherance and not in limitation of Section 7.01the provisions set forth in ‎Section 5.05, each of Buyer and Albertson’s shall Party will make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions as promptly as practicable after the Effective Date and, in any event, no later than the fifth Business Day following the Effective Date, and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or required submissions with respect to the Transactions under the HSR Act and take all other advisable actions to cause the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicablepracticable (the “HSR Clearance”). Without limiting the foregoing, the Parties shall request, and shall use reasonable best efforts to obtain, early termination of the waiting period under the HSR Act. (b) Notwithstanding anything to the foregoingcontrary contained in this Agreement, Buyer shall Purchaser will, as promptly takeas practicable, commit to any and all divestiture, license, hold-separate or similar agreements with respect to assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective, as promptly as practicable, the transactions contemplated herebyTransactions, including taking any and all actions necessary in order to procure that (Ai) secure the expiration no requirement for non-action, a waiver, consent or termination approval of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Law or the Federal Trade Commission ActCommission, raised by the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any (ii) no decree, judgment, injunction injunction, temporary restraining order or other order that would prevent, prohibit, restrict or delay Closing, including (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority Order in favor of that third party), (ii) selling, divesting any suit or otherwise conveying particular assets or categories of assets or businesses of Parent proceeding and its Affiliates, (iii) agreeing no other matter relating to sell, divest any antitrust or otherwise convey any particular assets competition Law or categories of assets or businesses regulation would preclude consummation of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve Transactions as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect practicable. Notwithstanding anything to the transactions contemplated under contrary contained in this Agreement. In the , in no event will any sale or disposition in connection with such efforts Buyer obtaining the HSR Clearance -36- NAI-1502820106v1 constitute the misrepresentation or Seller sell or otherwise dispose breach of any representation, warranty or covenant of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third partySeller contained in this Agreement if Seller complies with this ‎Section 5.06.

HSR Clearance. (a) In furtherance and not in limitation of Section 7.016.01, each of Buyer Parent and Albertson’s BioScrip shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within seven (7) Business 40 Days of the date of this Agreement and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees for the filing under the HSR Act. (b) Notwithstanding the foregoing, Buyer the Buyers shall use their reasonable best efforts to promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (A) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Law or the Federal Trade Commission Act, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closing, provided, however, that the foregoing shall not require Parent or any Affiliate thereof without its consent, which consent shall not unreasonably be withheld, to agree to any particular remedy, including without limitation, (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third party), (ii) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its Affiliates, (iii) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, Closing and (iv) permitting the Sellers Selling Parties to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event that in connection with such efforts Buyer the Buyers or Seller the Selling Parties sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer Buyers will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.

HSR Clearance. (a) In furtherance and not in limitation of Section 7.019.01, each of Buyer Parent and Albertson’s the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Notwithstanding Without limiting the foregoing, Buyer Parent shall promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (Ai) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (Bii) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Applicable Law or the Federal Trade Commission Act, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closingthe consummation of the transactions contemplated hereby, including (iA) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing the consummation of the transactions contemplated hereby that may be issued by any court or other Governmental Authority in favor of that third party), (iiB) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its AffiliatesSubsidiaries, (iiiC) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets Company and its Subsidiaries contemporaneously with or subsequent to the Closing, Acceptance Time and (ivD) permitting the Sellers Company to sell, divest or otherwise convey any of the particular assets or categories of assets or businesses of the Purchased Assets Company or any of its Subsidiaries prior to the ClosingEffective Time. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 9.02 shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred. Buyer Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In Notwithstanding anything in the event foregoing or in connection with Section 9.01 or anything otherwise contained in this Agreement that may in any such efforts Buyer case be deemed to the contrary, the parties hereto understand and agree that Parent shall not be required to take any action, agree to any matter or Seller sell or otherwise dispose accept any remedy of any type set forth in the foregoing provisions of this Section 9.02 with respect to or involving any assets of Parent, the Company or any of their respective Subsidiaries that generated or represented an amount equal to 30% or more of the Purchased Assets and Company’s consolidated operating profit for the Closing occurstwelve month period ending January 31, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party2008.

HSR Clearance. (a) In furtherance and not in limitation At any time after the date hereof (but subject to the provisions of Section 7.011.2(b) hereof), each of Buyer and Albertson’s shall make an appropriate filing of following a Notification and Report Form pursuant written request by LMC to the Company (such request, the "HSR Notice"), the Company and the Shareholders will (i) take promptly all actions necessary to make the filings required of the Shareholders, the Company or any of their respective Affiliates under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") with respect to the transactions contemplated hereby as promptly as practicable right to convert Preferred Stock and thereafter make continue to own the securities so received, the ownership and voting of Equity Securities by the Shareholders, any other required submissions with respect to of the transactions contemplated hereby under by this Agreement or any other similar matters (all such exercise, ownership, voting, transaction and other similar matters, the HSR Act and to take all other appropriate actions reasonably necessary"Filing Matters"), proper (ii) comply at the earliest practicable date with any request for additional information or advisable to cause documentary material received by the expiration Company or termination the Shareholders or any of their Affiliates from any of the applicable waiting periods under Federal Trade Commission, the HSR Act as soon as practicable. Antitrust Division of the Department of Justice, state attorneys general, the Securities and Exchange Commission (b) Notwithstanding "SEC"), or other governmental or regulatory authorities (all such authorities, the foregoing"Antitrust Authorities"), Buyer shall promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (A) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (Biii) cooperate with each other in connection with any of the filings referred to in clause (i) above and in connection with resolving any investigation or other inquiry commenced by any of the Antitrust Authorities. To the extent reasonably requested by LMC, the Company shall use all reasonable efforts to resolve any objections such objections, if any, as may be asserted with respect to the transactions contemplated under this Agreement under Filing Matters. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging any aspect of the Filing Matters as violative of any antitrust Law law, each of the Shareholders and the Company shall cooperate with each other to contest and resist any such action or the Federal Trade Commission Actproceeding, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Action") that would preventis in effect and that restricts, prohibitprevents or prohibits the exercise by the Shareholders of the right to convert Preferred Stock and continue to own the securities so received, restrict or delay Closing, including the exercise by LMC of its rights with respect to the ownership and voting of Equity Securities or any of the transactions contemplated by this Agreement (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any such decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third partyis hereafter referred to as an "Order"), (iiincluding, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal, provided that nothing contained in this Section 1.2(a) selling, divesting shall be construed to require any party hereto to hold separate or otherwise conveying particular assets or categories divest any of their respective assets or businesses of Parent and its Affiliates, (iii) agreeing or agree to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.substantive

HSR Clearance. (a) In furtherance and not in limitation of the provisions set forth in Section 7.016.01, each of Buyer Purchaser and Albertson’s shall Seller shall, if necessary, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicablepracticable (the “HSR Clearance”). (b) Notwithstanding anything to the foregoingcontrary contained in this Agreement, Buyer Purchaser and its Affiliates shall promptly takecommit to any and all divestitures, licenses, or hold separate or similar agreements with respect to assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective, as promptly as practicable, the transactions contemplated herebyby this Agreement, including taking any and all actions necessary in order to ensure that (Ai) secure the expiration no requirement for non-action, a waiver, consent or termination approval of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Law or the Federal Trade Commission ActCommission, raised by the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any (ii) no decree, judgment, injunction injunction, temporary restraining order or other order that would prevent, prohibit, restrict or delay Closing, including (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority Order in favor of that third party)any suit or proceeding, (ii) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its Affiliates, (iii) agreeing no other matter relating to sellany antitrust or competition Law or regulation, divest or otherwise convey any particular assets or categories of assets or businesses would preclude consummation of the Purchased Assets contemporaneously with transactions completed by this Agreement as promptly as practicable; provided, however, that in no event shall Purchaser be required to dispose of or subsequent hold separate assets of Purchaser, the Companies or their respective subsidiaries which, in the aggregate, accounted for revenue for the most recently completed fiscal year exceeding $40 million. Notwithstanding anything to the Closingcontrary contained in this Agreement, and (iv) permitting in no event will any sale or disposition in connection with obtaining the Sellers to sellHSR Clearance constitute the misrepresentation or breach of any representation, divest warranty or otherwise convey any particular assets covenant of Seller contained in this Agreement or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority if Seller complies with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third partySection 6.02.

HSR Clearance. (a) In furtherance and not in limitation of Section 7.018.01, each of Buyer Parent and Albertson’s the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and shall use reasonable best efforts to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Notwithstanding Without limiting the foregoing, Buyer Parent shall promptly use reasonable best efforts to take, in order to consummate the transactions contemplated hereby, all actions necessary to (Ai) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (Bii) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under by the FTC or DOJ or any antitrust Law or the Federal Trade Commission Act, raised by any other Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closingthe consummation of the transactions contemplated hereby, including (iA) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or or, in connection with any proceeding by a private party, with any other Person, (but only in this the latter case, case in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third party), (ii) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its Affiliates, (iii) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.other

HSR Clearance. (a) In furtherance and not in limitation of Section 7.019.01, each of Buyer Parent and Albertson’s the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Notwithstanding Without limiting the foregoing, Buyer Parent shall promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (Ai) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (Bii) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Applicable Law or the Federal Trade Commission Act, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closingthe consummation of the transactions contemplated hereby, including (iA) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing the consummation of the transactions contemplated hereby that may be issued by any court or other Governmental Authority in favor of that third party), (iiB) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its AffiliatesSubsidiaries, (iiiC) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets Company and its Subsidiaries contemporaneously with or subsequent to the Closing, Acceptance Time and (ivD) permitting the Sellers Company to sell, divest or otherwise convey any of the particular assets or categories of assets or businesses of the Purchased Assets Company or any of its Subsidiaries prior to the ClosingEffective Time. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.this

HSR Clearance. (a) In furtherance and not in limitation of Section 7.016.01, each of Buyer Parent and Albertson’s BioScrip shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within seven (7) Business Days of the date of this Agreement and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees for the filing under the HSR Act. (b) Notwithstanding the foregoing, Buyer the Buyers shall use their reasonable best efforts to promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (A) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Law or the Federal Trade Commission Act, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closing, provided, however, that the foregoing shall not require Parent or any Affiliate thereof without its consent, which consent shall not unreasonably be withheld, to agree to any particular remedy, including without limitation, (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third party), (ii) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its Affiliates, (iii) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, Closing and (iv) permitting the Sellers Selling Parties to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event that in connection with such efforts Buyer the Buyers or Seller the Selling Parties sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer Buyers will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.

HSR Clearance. (a) In furtherance and not in limitation of the provisions set forth in Section 7.016.01, each of Buyer Purchaser and Albertson’s Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date of this Agreement, but in any event not later than August 21, 2009, and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicable. (b) Notwithstanding the foregoing, Buyer shall promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (A) secure the expiration or termination of any applicable waiting period under the HSR Act practicable (the “HSR Clearance”). (b) For the avoidance of doubt and (B) notwithstanding anything to resolve the contrary contained in this Agreement, Purchaser and its Affiliates agree to use best efforts and to promptly take any objections and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other Person with respect to the transactions contemplated under by this Agreement under any antitrust Law so as to enable the Closing to occur as promptly as possible in accordance with the terms of this Agreement, including providing information, proposing, negotiating, committing to and/or effecting, by consent decree, hold separate orders or otherwise, the Federal Trade Commission Actsale, raised by any Governmental Authoritydivesture or disposition of, and or holding separate (through the establishment of a trust or otherwise) of, such of Purchaser’s or its Affiliates’ assets, properties or businesses or such of the assets, properties or businesses of the Business as may be required in order to prevent avoid the entry of any court order and of, or to have vacatedeffect the dissolution of, lifted, reversed or overturned any decree, judgment, injunction injunction, temporary restraining order or other order that in any Action, which would preventotherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, prohibit, restrict or delay Closing, including (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third party), (ii) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent Purchaser and its Affiliates, (iii) agreeing to sell, divest or otherwise convey Affiliates shall defend through litigation on the merits any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections claim asserted in court by any Governmental Authority with respect or any other Person in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing. Notwithstanding anything to the transactions contemplated under contrary contained in this Agreement. In the , in no event will any sale or disposition in connection with such efforts Buyer obtaining any Required Regulatory Approvals constitute the misrepresentation or Seller sell or otherwise dispose breach of any representation, warranty or covenant of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale Seller or disposition to a third partyany Selling Affiliate contained in this Agreement.

HSR Clearance. (a) In furtherance and not in limitation of Section 7.01the provisions set forth in ‎Section 5.05, each of Buyer and Albertson’s shall Party will make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions as promptly as practicable after the Effective Date and, in any event, no later than the fifth Business Day following the Effective Date, and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or required submissions with respect to the Transactions under the HSR Act and take all other advisable actions to cause the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicablepracticable (the “HSR Clearance”). Without limiting the foregoing, the Parties shall request, and shall use reasonable best efforts to obtain, early termination of the waiting period under the HSR Act. (b) Notwithstanding anything to the foregoingcontrary contained in this Agreement, Buyer shall Purchaser will, as promptly takeas practicable, commit to any and all divestiture, license, hold-separate or similar agreements with respect to assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective, as promptly as practicable, the transactions contemplated herebyTransactions, including taking any and all actions necessary in order to procure that (Ai) secure the expiration no requirement for non-action, a waiver, consent or termination approval of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under any antitrust Law or the Federal Trade Commission ActCommission, raised by the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any (ii) no decree, judgment, injunction injunction, temporary restraining order or other order that would prevent, prohibit, restrict or delay Closing, including (i) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority Order in favor of that third party), (ii) selling, divesting any suit or otherwise conveying particular assets or categories of assets or businesses of Parent proceeding and its Affiliates, (iii) agreeing no other matter relating to sell, divest any antitrust or otherwise convey any particular assets competition Law or categories of assets or businesses regulation would preclude consummation of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve Transactions as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect practicable. Notwithstanding anything to the transactions contemplated under contrary contained in this Agreement. In the , in no event will any sale or disposition in connection with such efforts Buyer obtaining the HSR Clearance NAI-1502820106v1 constitute the misrepresentation or Seller sell or otherwise dispose breach of any representation, warranty or covenant of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third partySeller contained in this Agreement if Seller complies with this ‎Section 5.06.

HSR Clearance. (a) In furtherance and not in limitation of Section 7.018.01, each of Buyer Parent and Albertson’s the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and shall use reasonable best efforts to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Notwithstanding Without limiting the foregoing, Buyer Parent shall promptly use reasonable best efforts to take, in order to consummate the transactions contemplated hereby, all actions necessary to (Ai) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (Bii) to resolve any objections asserted with respect to the transactions contemplated under this Agreement under by the FTC or DOJ or any antitrust Law or the Federal Trade Commission Act, raised by any other Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closingthe consummation of the transactions contemplated hereby, including (iA) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority (or or, in connection with any proceeding by a private party, with any other Person, (but only in this the latter case, case in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing the consummation of the transactions contemplated hereby that may be issued by any court or other Governmental Authority in favor of that third partyPerson), (iiB) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Parent and its AffiliatesSubsidiaries, (iiiC) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Purchased Assets Company and its Subsidiaries contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third party.Effective

HSR Clearance. In connection with obtaining HSR Clearance, Assembly and Allergan shall use their respective commercially reasonable efforts (a) In furtherance and not in limitation to secure the early termination or expiration of Section 7.01, each of Buyer and Albertson’s shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and thereafter make any other required submissions with respect to the transactions contemplated hereby under the HSR Act and to take all other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. and (b) Notwithstanding the foregoing, Buyer shall promptly take, in order to consummate the transactions contemplated hereby, all actions necessary to (A) secure the expiration or termination of any applicable waiting period under the HSR Act (the “HSR Clearance”) and (B) to resolve as promptly as practicable any objections that may be asserted by the FTC or the Antitrust Division of the DOJ with respect to the transactions contemplated under this Agreement under any antitrust Law or notified in the Federal Trade Commission ActHSR Filing; provided, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closing, including (i) executing settlementsthe term “commercially reasonable efforts” as used in this Section 13.13.1 shall not require Assembly or Allergan to (a) sell, undertakingsdivest (including through a license or a reversion of licensed or assigned rights), consent decreeshold separate, stipulations transfer, or other agreements with dispose of any Governmental Authority portion of the assets, operations, rights, product lines, or businesses, or interests therein, of itself or any of its Affiliates (or with consent to any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third partythe foregoing actions), (iib) sellingrestrain, divesting restrict, prohibit or limit the ability of Allergan or Assembly to conduct its business or own its assets (or consent to any of the foregoing actions) or (c) litigate or otherwise conveying particular assets formally oppose any determination (whether judicial or categories of assets administrative in nature) by a Governmental Authority seeking to challenge the transactions contemplated by this Agreement or businesses of Parent and its Affiliates, (iii) agreeing to sell, divest or otherwise convey impose any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with restrictions referenced in clause (a) or subsequent to the Closing(b) above; provided, and that (ivi) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and Allergan shall not be qualified by best required to agree to or effectuate any remedy related to any Assembly assets and (ii) Assembly shall not agree to or effectuate any remedy without the prior written consent of Allergan. Without limiting the foregoing, Assembly and Allergan each hereby covenants and agrees to use its commercially reasonable efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve comply as promptly as reasonably advisable with or, as advisable, request modifications to any requests for additional information by FTC or DOJ (and if such request is a Second Request, to certify substantial compliance as promptly as is practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third partyadvisable).

HSR Clearance. (a) Subject to the terms and conditions of this Agreement, each of Merck and Seagen will use its reasonable 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 under applicable Law to consummate the acquisition of the Shares as soon as practicable after the Execution Date, including taking all steps as may be necessary, subject to the limitations in this Section 9.2, to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of Section 7.01the foregoing, each of Buyer Merck and Albertson’s shall make an appropriate filing of a Notification Seagen agrees to (i) file or cause to be filed with the FTC and Report Form pursuant the DOJ any notifications required to be filed under the HSR Act with respect no later than seven (7) Business Days after the Execution Date (unless otherwise mutually agreed to by the transactions contemplated hereby parties), and (ii) use reasonable best efforts to obtain as promptly as practicable the termination or expiration of any waiting period under the HSR Act, including by filing as soon as practicable and thereafter make advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other required submissions Governmental Authority in connection with applicable Antitrust Law; provided that the obligations in this Section 9.2 shall not require Seagen or Merck or any of its Affiliates to (x) sell, divest (including through a license or a reversion of licensed or assigned rights), hold separate, transfer or dispose of, or commit to any behavioral remedy with respect to, any assets, operations, rights, product lines, businesses or interest therein of Seagen or Merck or any of their Affiliates (or consent to any of the transactions contemplated hereby foregoing actions); or (y) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (x). Merck shall be responsible for the payment of filing fees payable under the HSR Act and to take all any other appropriate actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableAntitrust Law. (b) Notwithstanding Each of Merck and Seagen shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow Merck and Seagen to prepare and submit any filings or submissions under the foregoingHSR Act, Buyer shall promptly takeincluding providing to Merck and Seagen, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. (c) Each of Merck and Seagen shall, in order to consummate connection with the transactions contemplated hereby, and the obtaining of all actions necessary to (A) secure the expiration or termination of any applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations under the HSR Act (the “HSR Clearance”) and (B) to resolve or any objections asserted other applicable Antitrust Law, with respect to actions taken on or after the transactions contemplated under date of this Agreement under any antitrust Law or the Federal Trade Commission ActAgreement, raised by any Governmental Authority, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay Closing, including without limitation: (i) executing settlementspromptly notify the other of, undertakings15 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, consent decreesMARKED BY BRACKETS, stipulations or other agreements with any Governmental Authority HAS BEEN OMITTED BECAUSE IT IS BOTH (or with any private party, but only in this latter case, in order to vacate, lift, reverse, overturn, settle or otherwise resolve any decree, judgment, injunction or other order that prevents, prohibits, restricts or delays Closing that may be issued by any court or other Governmental Authority in favor of that third party), I) NOT MATERIAL AND (iiII) selling, divesting or otherwise conveying particular assets or categories of assets or businesses of Parent and its Affiliates, (iii) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets contemporaneously with or subsequent to the Closing, and (iv) permitting the Sellers to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Purchased Assets prior to the Closing. All such efforts shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.02 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. Buyer shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions contemplated under this Agreement. In the event in connection with such efforts Buyer or Seller sell or otherwise dispose of any of the Purchased Assets and the Closing occurs, the Buyer will be entitled to retain all net proceeds received from the applicable sale or disposition to a third partyWOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.