Common use of HSR Matters Clause in Contracts

HSR Matters. Each party hereto 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 hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Upon the terms and subject to the conditions set forth in this Agreement, each party hereby agrees to use its commercially reasonable efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as may be made by the government under the HSR Act in connection with the transactions contemplated hereby. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Parent, Merger Sub or Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Parent. To the extent any other antitrust or similar notification or consent is required from any other Governmental Entity, such filings and costs shall be undertaken and borne by Parent.

HSR Matters. Each party hereto Buyer and Seller have each filed their respective Notification Reports with the FTC respecting the transactions contemplated by this Agreement and have requested early termination under the HSR Act. Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required under the HSR Act with respect to consummate the transactions contemplated hereby hereby, including making all filings with the Antitrust Division of the DOJ and the FTC required in connection therewith and (b) respond as promptly as practicable after to all inquiries received from the date hereofDOJ or the FTC for additional information or documentation. Each such Buyer shall be responsible for paying all filing shall request early termination of the waiting periods imposed by fees associated with filings under the HSR Act. Upon the terms Each of Buyer and subject Seller shall furnish to the conditions set forth in this Agreement, each party hereby agrees to use its commercially other Party such necessary information and reasonable efforts to cause a termination of assistance as the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as other may be made by the government under the HSR Act reasonably request in connection with the transactions contemplated hereby. In the event its preparation of any filing that a Request for Additional Information is issued necessary under the HSR Act, . Buyer and Seller shall keep each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any communications with, and any inquiries made or requests for additional information from, the FTC or the DOJ. Notwithstanding any term or provision set forth herein to the contrary, each of Buyer and Seller shall have the right to terminate this Agreement, and their respective Affiliates shall have the right to terminate the Terminal Asset Purchase Agreement upon receipt from the DOJ or FTC of a second inquiry for additional information or documentation after compliance by Seller and Buyer with any such party initial inquiry by the Department DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of Justice, Federal Trade Commission its assets or any other governmental agency of the assets of its Affiliates assets pursuant to any Divestiture Order, and Buyer’s (or authority its Affiliates’) failure to sell or members divest any of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees its assets shall not be deemed to be paid a breach or default by Parent, Merger Sub or Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Parent. To the extent any other antitrust or similar notification or consent is required from any other Governmental Entity, such filings and costs shall be undertaken and borne by ParentBuyer of this Agreement.

HSR Matters. Each party hereto Buyer and Seller have each filed their respective Notification Reports with the FTC respecting the transactions contemplated by this Agreement and have requested early termination under the HSR Act. Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required under the HSR Act with respect to consummate the transactions contemplated hereby hereby, including making all filings with the Antitrust Division of the DOJ and the FTC required in connection therewith and (b) respond as promptly as practicable after to all inquiries received from the date hereofDOJ or the FTC for additional information or documentation. Each such Buyer shall be responsible for paying all filing shall request early termination of the waiting periods imposed by fees associated with filings under the HSR Act. Upon the terms Each of Buyer and subject Seller shall furnish to the conditions set forth in this Agreement, each party hereby agrees to use its commercially other Party such necessary information and reasonable efforts to cause a termination of assistance as the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as other may be made by the government under the HSR Act reasonably request in connection with the transactions contemplated hereby. In the event its preparation of any filing that a Request for Additional Information is issued necessary under the HSR Act, . Buyer and Seller shall keep each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any communications with, and any inquiries made or requests for additional information from, the FTC or the DOJ. Notwithstanding any term or provision set forth herein to the contrary, each of Buyer and Seller shall have the right to terminate this Agreement and their Affiliates shall have the right to terminate the Pipeline Asset Purchase Agreement upon receipt from the DOJ or FTC of a second inquiry for additional information or documentation after compliance by Seller and Buyer with any such party initial inquiry by the Department DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of Justice, Federal Trade Commission its assets or any other governmental agency of the assets of its Affiliates assets pursuant to any Divestiture Order, and Buyer’s (or authority its Affiliates’) failure to sell or members divest any of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees its assets shall not be deemed to be paid a breach or default by Parent, Merger Sub or Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Parent. To the extent any other antitrust or similar notification or consent is required from any other Governmental Entity, such filings and costs shall be undertaken and borne by ParentBuyer of this Agreement.

HSR Matters. Each party hereto 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 hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Upon the terms and subject to the conditions set forth in this Agreement, each Each party hereby agrees to use its commercially reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as may be made by the government under the HSR Act in connection with the transactions contemplated herebygovernment. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Parent, Merger Sub Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Parentthe Purchaser. To Notwithstanding anything to the extent contrary contained in this Agreement, in connection with any other antitrust filing or similar notification submission required or consent is action to be taken by either Purchaser or the Company or any Subsidiary to consummate the transactions contemplated hereby, (i) the Company shall not, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial lines in any way or any Subsidiary's business or commercial lines in any way, and (ii) Purchaser shall not be required from to (A) divest or hold separate or otherwise take or commit to take any other Governmental Entityaction that limits its freedom of action with respect to, such filings and costs shall be undertaken and borne by Parentor its ability to retain, the Company or any Subsidiary (or any of the businesses, product lines or assets of the Company or any Subsidiary) or Purchaser or any of its affiliates (or any of the businesses, product lines or assets of Purchaser or any of its affiliates), or (B) alter or restrict in any way the business or commercial practices of Purchaser, any of its affiliates, or the Company or any Subsidiary.

HSR Matters. Each party hereto 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 hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Upon the terms and subject to the conditions set forth in this Agreement, each Each party hereby agrees to use its commercially reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as may be made by the government under the HSR Act in connection with the transactions contemplated herebygovernment. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Parent, Merger Sub Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Parentthe Purchaser. To Notwithstanding anything to the extent contrary contained in this Agreement, in connection with any other antitrust filing or similar notification submission required or consent is action to be taken by either Purchaser or the Company or any Subsidiary to consummate the transactions contemplated hereby, (i) the Company shall not, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial lines in any way or any Subsidiary’s business or commercial lines in any way, and (ii) Purchaser shall not be required from to (A) divest or hold separate or otherwise take or commit to take any other Governmental Entityaction that limits its freedom of action with respect to, such filings and costs shall be undertaken and borne by Parentor its ability to retain, the Company or any Subsidiary (or any of the businesses, product lines or assets of the Company or any Subsidiary) or Purchaser or any of its affiliates (or any of the businesses, product lines or assets of Purchaser or any of its affiliates), or (B) alter or restrict in any way the business or commercial practices of Purchaser, any of its affiliates, or the Company or any Subsidiary.

HSR Matters. Each party hereto 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 hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Upon the terms and subject to the conditions set forth in this Agreement, each Each party hereby agrees to use its commercially reasonable efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as may be made by the government under the HSR Act in connection with the transactions contemplated herebygovernment. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Parent, Merger Sub or Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by ParentCompany. To the extent any other antitrust or similar notification or consent is required from any other Governmental Entity, such filings and costs shall be undertaken and borne by Parentthe Company.