HSR Determination Clause Samples

HSR Determination. Collegium represents and warrants that it has determined in good faith, prior to the Effective Date, that it is not required to make any filing with respect to this Agreement or the transactions contemplated hereby in order to comply with any obligations under the HSR Act.
View SourceView Similar (2)
HSR Determination. 14 Section 6.11
View Source
HSR Determination. On or prior to the Closing Buyer shall provide to Seller the determination by its board of directors or the board of directors' delegatee that the assets owned by the Company have been evaluated in accordance with the procedures set forth in 16 C.F.R. 801.10(b) and the board of directors or the board of directors' delegatee has determined that the value of those assets which do not fall within exemptions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is l▇▇▇ ▇▇▇▇ $▇▇,▇▇▇,000, with result being that no filing is required under this statute.
View Source
HSR Determination. Within [***] days following the receipt of the Opt-Out notice from the Opt-Out Party, the Continuing Party shall notify, in writing, the Opt-Out Party whether an HSR Filing is necessary (“HSR Determination Notification”), and if an HSR Filing is necessary, each Partnership Party shall as promptly as possible, but in no event later than [***] days following the Opt-Out Party’s receipt of the HSR Determination Notification, (or such later time as may be agreed to in writing by the Partnership Parties), file with the FTC and the DOJ, any HSR Filing required of it under the HSR Act with respect to the relevant Opt-Out. The Partnership Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Partnership Party will use its respective Commercially Reasonable Efforts to resolve as promptly as practicable any objections that may be asserted with respect to such Opt-Out under any antitrust, competition or trade regulatory law, and to otherwise obtain HSR Clearance as promptly as practicable. In connection with obtaining HSR Clearance from the FTC, the DOJ or any other Governmental Authority, CRISPR and its Affiliates will not be required to, and Sirius-US and its Affiliates will not be required to, (i) sell, divest (including through a license or a reversion of licensed or assigned rights), hold separate, transfer or dispose of any assets, operations, rights, product lines, businesses or interest therein of CRISPR or any of its Affiliates or Sirius-US or any of its Affiliates (or consent to any of the foregoing actions); or (ii) 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 (i) above. Neither Partnership Party may seek early termination (or early determination) of the HSR Act waiting period without the other Partnership Party’s prior written consent, or commit to or agree to stay, toll, or extend any applicable waiting period under the HSR Act, or pull or refile any filing made under the HSR Act, or enter into any timing agreement or agree not to consummate the transactions contemplated hereby for any period of time, without the other Partnership Party’s prior written consent. Each Partnership Party shall be responsible for its own costs and expenses associated with such HSR Filing, provided, however, that each Partnership Party shall pay half of any filing fees ass...
View Source

Related to HSR Determination

  • Certain Determinations (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.